<PAGE>
                                                                  Exhibit 10(i)

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Share Sale Agreement



TXU Corp.

SP Energy Pty Ltd

Singapore Power Limited
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Contents
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Clause
Number                         Heading                                 Page

1.              Definitions & Interpretation                             1
1.1             Definitions                                              1
1.2             Interpretation                                          19
1.3             Construction                                            20
1.4             Payments                                                20

2.              Conditions and Transfer of Sales Shares                 21
2.1             Conditions Precedent to Sale and Purchase               21
2.2             Sale and purchase                                       21
2.3             Waiver of pre-emption rights                            21

3.              Purchase Price                                          22
3.1             Purchase Price                                          22
3.2             Calculation of the Purchase Price                       22

4.              Payments                                                22
4.1             Payments on Completion                                  22
4.2             Payment in US$                                          22
4.3             Adjustment Amount                                       23
4.4             Interest                                                23

5.              Conditions                                              23
5.1             Conditions of Completion                                23
5.2             General Terms applicable to the Conditions              24
5.3             FIRB Condition                                          25
5.4             ACCC Approval and ESC Approval                          26
5.5             Purchaser's Certificate                                 27

6.              Pre-Completion Obligations                              27
6.1             Business to be conducted in ordinary course             27
6.2             Representatives                                         30
6.3             Consent to Conduct before Completion                    30
6.4             Access by Purchaser and its Representatives             30
6.5             Assistance for Refinancing                              31
6.6             Nominations                                             32
6.7             Notice of Actual Debt Amount                            32
6.8             Notes                                                   33
6.9             Repayment of Intercompany Obligations                   33
6.10            Medium Term Notes                                       33

                                        i

<PAGE>
6.11            Medium Term Notes                                       35
6.12            Medium Term Notes                                       36
6.13            Medium Term Notes                                       36
6.14            Medium Term Notes                                       36
6.15            Medium Term Notes                                       37
6.16            Medium Term Notes                                       38
6.17            Medium Term Notes                                       39
6.18            Medium Term Notes                                       39
6.19            Medium Term Notes                                       39
6.20            Medium Term Notes                                       40

7.              Completion                                              41
7.1             Time and place of Completion                            41
7.2             Obligations of Purchaser on Completion                  41
7.3             Obligations of Vendor on Completion                     41
7.4             Inter-dependency                                        44
7.5             Purchaser non-compliance                                45
7.6             Vendor non-compliance                                   46
7.7             Deferred Completion                                     47
7.8             Payment Amount Interest                                 47
7.9             Either party may terminate                              47
7.10            Failure to complete                                     47
7.11            After Termination                                       48

8.              Purchase Price Adjustment                               48
8.1             Adjustment Amount                                       48
8.2             Completion Statement                                    48
8.3             Dispute                                                 49
8.4             Dispute Resolution                                      49

9.              Post Completion Matters                                 50
9.1             Marks and Names                                         50
9.2             Change of Names of Group Companies                      52
9.3             Excluded Books and Records                              52
9.4             Access to Books & Records                               53
9.5             Co-operation and assistance with Claims                 53
9.6             Vendor's Financial Statements                           53
9.7             Purchaser's Financial Statements                        54
9.8             Outgoing Directors                                      54
9.9             Separation matters                                      54
9.10            Transitional services                                   54

10.             Insurance                                               55
10.1            Insurance post-Completion                               55
10.2            Existing insurance claims                               55
10.3            Proceeds of Insurance Claims                            55

                                       ii
<PAGE>
11.             Warranties                                              55
11.1            Warranties by Vendor                                    55
11.2            Repetition of Warranties                                56
11.3            Knowledge                                               56
11.4            No Reliance by Purchaser on Other Matters               56
11.5            Excluded Representations                                56
11.6            Statutory Actions                                       56
11.7            General Limitations on Claims                           57
11.8            Limitations on the Extent of Claims                     57
11.9            Minimum Limit on Claims                                 58
11.10           Maximum Limit                                           58
11.11           Time Limit for Claims                                   58
11.12           Third Party Recovery                                    59
11.13           Right to reimbursement                                  59
11.14           Right to Control Proceedings for Third Pary Claims      60
11.15           Reduction in amount payable by Vendor due to a
                  Tax effect                                            61
11.16           Exclusive Remedies                                      62
11.17           Purchaser's and Purchaser's Guarantor's Warranties
                  and Indemnities                                       62
11.18           Vendor's Indemnity                                      62
11.19           Tax Indemnity                                           63
11.20           Scope of Tax Indemnity                                  63
11.21           US Tax Indemnity                                        65

12.             General Provisions Relating to Taxes                    66
12.1            U.S. Tax Matters                                        66
12.2            GST                                                     67
12.3            Income Tax Consolidation                                68
12.4            Tax Returns                                             69

13.             Purchaser Guarantee                                     72
13.1            Purchaser's Guarantor acknwledges receiving
                  condideration                                         72
13.2            Guarantee                                               72
13.3            Indemnity                                               72
13.4            Separate and principal obligations                      72
13.5            No requirement to commence proceedings                  73
13.6            Continuing securities                                   73
13.7            Rights unaffected                                       73
13.8            Restrictions on Purchaser's Guarantor                   73
13.9            Void Payments                                           74
13.10           Vendor's Expenses                                       74
13.11           Payment in gross                                        74
13.12           No representations                                      74
13.13           Maximum Liability                                       74



                                      iii
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14.             Confidentiality                                         75
14.1            Confidentiality Deed                                    75
14.2            Confidentiality                                         75
14.3            Permitted disclsoures/announcements                     75
14.4            Vendor Group Information                                75
14.5            Return of information in the event of termination       76
14.6            Completion                                              76
14.7            Survival of obligation                                  76

15.             Notices                                                 76
15.1            Requirements                                            76
15.2            Receipt                                                 77

16.             General Provision                                       78
16.1            Costs                                                   78
16.2            Indemnities                                             78
16.3            Invalid or unenforceable provisions                     78
16.4            Waiver and exercise of rights                           79
16.5            Amendment                                               79
16.6            Counterparts                                            79
16.7            Further assurances                                      79
16.8            Assignment                                              79
16.9            Entire agreement                                        80
16.10           Rights cumulative                                       80
16.11           Consents and Approvals                                  80
16.12           Non-merger                                              80
16.13           Jurisdiction                                            80
16.14           Service of process                                      81
16.15           Governing Law                                           81

                        Schedule 1                                      84
                        Vendor Warranties                               84

1.              Vendor Power & Authority                                84

2.              US Warranties                                           84
2.1             Power and authority                                     84
2.2             Sale Shares                                             85
2.3             Business Warranties                                     85
2.4             PUHCA, FUCO and Other regulations                       86

3.              Group Companies (other than the Company)                86
3.1             Organization                                            86
3.2             Shareholdings                                           87
3.3             Issued share capital                                    87

                                       iv
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4.              Solvency of Group Companies                             87

5.              Assets                                                  89
5.1             Assets Generally                                        89
5.2             Material Contracts                                      89
5.3             Properties                                              90
5.4             Intellectural Property                                  90

6.              Litigation & Proceedings                                91

7.              Authorisations                                          92

8.              Finance                                                 92

9.              Employees                                               93
9.1             Employee Details                                        93
9.2             Breach of employment contracts                          94
9.3             Superannuation                                          94

10.             Environmental and Planning                              95

11.             Insurance                                               96

12.             Books and Records                                       96

13.             Taxes                                                   97
13.1            General                                                 97
13.2            Australian Tax                                          98
13.3            US Tax Warranties                                      101

14.             Preparation of Accounts                                102

15.             Matters since the Accounts Date                        103

16.             Compliance with laws                                   103

17.             Third Party Debt                                       103

18.             Information                                            103
                     Purchaser and Purchaser's Guarantor Warranties    105

                                       v
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1.              Authority                                              105

2.              Insolvency events                                      105

3.              Investment                                             106

                        Schedule 3                                     107
                        Excluded Books and Records                     107

                        Schedule 4                                     108
                        Completion Statement and Adjustment Amount     108

                        Schedule 5                                     121
                        Deed of Indemnity and Release                  121

                        Schedule 6                                     131
                        Group Company Shareholdings                    131

                        Schedule 7                                     134
                        Directors, Secretaries & Public Officers       134

                        Schedule 8                                     139
                        Material Contracts                             139

                        Schedule 9                                     140
                        Vendor Opinions                                140

                        Schedule 10                                    142
                        Intercompany Obligations                       142

                        Schedule 11                                    143
                        Consent Contracts                              143

                        Annexure 1                                     144
                        Accounts                                       144

                        Annexure 2                                     145
                        Data Room Index                                145

                        Annexure 3                                     146
                        Purchaser Opinions                             146

                                       vi
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Date            the 23rd of Pril 2004

                TXU Corp., a copmany incorporated under the laws of Texas, USA,
                of Energy Plaz, 1601 Bryan Street, Dallas, Texas 75201
                (the Vendor)

                SP Energy Pty Ltd. ACN 108 788 245 a company incorporated under
                the laws of Victoria, Australia, of Level 17, 452 Flinders
                Street, Melbourne Victoria (the Purchaser)

                Singapore Power Limited, a company incorporated under the laws
                of Singapore, of 111 Somerset Road, 316-01 Singapore 238164 (the
                Purchaser's Guarantor)
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Recitals

A    Each of the Group Companies is, directly or indirectly, wholly owned by
     the Vendor.

B    The Group Companies own and operate the energy business and the
     energy storage and delivery businesses of the Vendor in Australia.

C.   The Vendor agrees to sell, and the Purchaser agrees to purchase, the Sale
     Shares under the following terms and conditions.

Operative provisions
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1.   Definitions & Interpretation
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1.1  Definitions

In this Agreement, unless the context otherwise requires:

"A$ Equivalent" means, at any given time (with respect to an amount denominated
in US$), the A$ amount required to purchase that US$ amount at the rate of
exchange to buy US$ with A$, as determined by the Reserve Bank of Australia's
reference rate found on its website (www.rba.gov.au) at 4:00 p.m. on the day
that is 2 Business Days prior to the day that the relevant payment is due, or if
this is unavailable, then the last rate of exchange to buy US$ with A$, as
published by the Reserve Bank of Australia prior to the relevant time and, in
respect of any amount denominated in A$, means that amount; or such other rate
of exchange as the parties may mutually agree;

                                       1
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"ACCC" means the Australian Competition and Consumer Commission;

"ACCC Approval" means the Purchaser has received written confirmation from the
ACCC that it has no objection under the Trade Practices Act 1974 to the parties
entering into this Agreement or completing the transaction that is the subject
of this Agreement;

"Accounting Principles" means the accounting principles set out in Part B of
Schedule 4;

"Accounting Standards" means for the Group Companies (excluding the Company):

(a)   the accounting standards applicable as defined in section 9 of the
      Corporations Act 2001 (Cth);

(b)   the requirements of the Corporations Act 2001 (Cth) for the preparation
      and content of financial  reports,  director's reports and auditor's
      reports; and

(c)   generally accepted accounting principles and practices in Australia,
      except those inconsistent with the standards or requirements referred to
      in paragraphs (a) and (b) above;

as at the Accounts Date;

"Accounts" means:

(a)   the consolidated audited statement of financial position for the
      Group Companies (except the Company) as at the Accounts Date;

(b)   the consolidated audited statement of financial performance for the Group
      Companies (except the Company)for the 12 month period ending on the
      Accounts Date; and

(c)   all statements, reports and notes attached to the documents referred to
      in paragraphs (a) and (b),

copies of which are attached to this Agreement as Annexure 1;

"Accounts Date" means 31 December 2003;

"Accounts Date Balances" means the statement of the Adjustment Items at the
Accounts Date as specified in Schedule 4;

"Accounts Dispute Notice" has the meaning given to that term in clause 8.3(a);

"Actual Debt Amount" means the net A$ Equivalent of all accrued amounts
outstanding and owed by all Group Companies (as verified, if required by the
Purchaser, by evidence in writing from the relevant payees) under or in respect
of the following, immediately prior to Completion:

(a)   the Credit Facilities;


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(b)   the Issued CP, including all amounts required to purchase the Issued CP;

(b)   the face value of the Medium Term Notes;

(b)   the Notes;

(e)   the Intercompany Obligations (after any repayment made in accordance with
      clause 6.9 utilising  cash held by the Group Companies);

(f)   the net amount of all Swap Termination Amounts calculated in accordance
      with clause 6.11(c);

(g)   the Overdraft Facilities; and

(h)   any other indebtedness by way of financial accommodation for money
      borrowed or raised by a Group Company to a person who is not a
      Group Company,

including, in each case, accrued interest calculated on a daily basis, any
accrued administration fees and any charges and costs (including prepayment
penalties, early repayment fees, make whole and break fees) payable at the time;

"Acquisition Event" means the acquisition of the Sale Shares by the Purchaser
under this Agreement;

"Adjustment Amount" has the meaning set out in clause 8.1;

"Adjustment Cut Off" means 5:00 pm on the Completion Date;

"Adjustment Items" means the:

(a)   Working Capital;

(b)   FITB - Tax Losses; and

(c)   Derivative Portfolio (economic value);

"AEST" means Australian Eastern Standard or Summer Time, as the case requires;

"Affiliate" means, in relation to any entity, any other entity controlling,
controlled by, or under common control with such first mentioned entity, where
"control" means the ability (whether direct or indirect) to direct or cause the
direction of the management and policies of a specified entity, whether through
the ownership (direct or indirect) of an interest in the entity, by contract or
otherwise;

"Agreement" means this Share Sale Agreement;


                                       3
<PAGE>

"Assets" means the assets of the Group Companies including, in the case of the
Company, all of the issued shares held by the Company in any other Group
Companies and shares representing 1/3 of the common ownership of Gascor Pty Ltd,
1/3 of the common ownership of South East Gas Australia Pty Ltd, and 1/2 of the
common ownership of T Squared Pty Ltd;

"Authorisation" means any authorisation, approval, licence, permit, consent,
qualification, accreditation, filing, registration, certificate, declaration, or
exemption issued by a Government Agency;

"Bank Settlement" means the completion of all steps and arrangements required by
and between the Financiers and the Purchaser's banks to enable all relevant
amounts to be paid in accordance with clause 7.3(a);

"Bid Date" means 16 April 2004;

"Bidding Rules" means the Project Cellophane letter dated 10 April 2004 provided
to the Purchaser as part of the Sale Process;

"Books and Records" means originals and copies in machine readable or printed
form of all registers, books, reports, correspondence, files, records, accounts,
data, documents and other material in the possession or control of the Vendor
Group or any Group Company and used exclusively in the Business, including all:

(a)   operational and financial records;

(b)   employment records; and

(c)   documents of title for the Assets owned by the Group Companies,

but excluding the Excluded Books and Records;

"Business" means the electricity generation, distribution and retail businesses,
the gas distribution, retail and storage business and related and associated
businesses carried on by the Group Companies (excluding the Company) as at the
date of this Agreement;

"Business Day" means

(a)   for the purpose of clause 15, a day that is not a Saturday, Sunday,
      gazetted public holiday or bank holiday in the jurisdictions of the party
      that is to receive the relevant Notice; and

(b)   for all other purposes, a day that is not a Saturday, Sunday, gazetted
      public holiday or bank holiday in any of Melbourne (Australia), Singapore
      or Dallas (United States);


                                       4
<PAGE>

"Carry Forward Losses" means the losses (excluding capital losses) carried
forward by the Group Companies for the purposes of the 1997 Tax Act and the 1936
Tax Act at the Accounts Date;

"Cash" means cash, cash deposits held by the Group Companies with banks or other
financial institutions (including any cash held in reserve or restricted
accounts under the terms of the Credit Facilities), cash in transit and
unpresented cheques;

"Change of Control Consent" means the written consent of the counterparty to
each Consent Contract (in accordance with the relevant requirements of each
Consent Contract) to the change of control of the Group Companies or to any
other matter, event or circumstance that requires the consent or approval of the
counterparty as a consequence of the transactions contemplated by this Agreement
or is required on a change of control of the Group Companies on Completion;

"Claim" means any threat, claim or proceeding brought or made by the Purchaser
or any Group Company against the Vendor or a Vendor Affiliate relating to or
arising from:

(a)   any allegation, suit, action, demand, cause of action, proceeding,
      claim, cost, damages, debt, expense, Tax or Liabilities; and

(b)   any related interest, expense, fine, penalty or other charge on any
      matter in paragraph (a),

relating to or connected with this Agreement, the subject matter of this
Agreement, the Business or the Group Companies, including under any indemnity
provided in this Agreement, irrespective of:

(c)   how or when it arises;

(d)   whether it is actual or contingent;

(e)   whether or not it is in respect of legal or other costs, damages,
      expenses, fees or Losses;

(f)   whether or not it is in respect of a breach of trust or of a fiduciary or
      other duty or obligation; and

(g)   whether or not it arises at law or in any other way;

"Code" means the Internal Revenue Code of 1986, as amended;

"Company" means:

(a)   TXU Australia (No. 1) Holdings Company, a Delaware corporation, and;

                                       5
<PAGE>

(b)   following conversion of TXU Australia (No.1) Holdings Company into
      a limited liability company in accordance with clause 6.17, the
      limited liability company into which it is so converted;

"Completion" means completion of the sale and purchase of the Sale Shares in
accordance with clause 7 of this Agreement;

"Completion Date" means the latest of:

(a)   the Target Completion Date;

(b)   the date which is 5 Business Days following the later of:

      (i)   the Vendor's receipt of a certificate from the Purchaser complying
            with clause 5.5(a); or

      (ii)  the Purchaser's receipt of a Notice from the Vendor in accordance
            with clause 5.5(c); and

(c)   the date for Completion that becomes applicable pursuant to any other
      provision of this Agreement;

"Completion Statement" means the statement of the Adjustment Items as at the
Adjustment Cut Off in the form contained in Part A of Schedule 4 and prepared in
accordance with clause 8;

"Condition" means a condition precedent set out in clause 2.1 or 5.1;

"Confidential Information" has the same meaning as set out in the
Confidentiality Deed;

"Confidentiality Deed" means the confidentiality deed executed by the
Purchaser's Guarantor on 1 April 2004 in favour of (inter alias) the Vendor, the
Vendor Affiliates and the Group Companies concerning information provided to the
Purchaser and any of its directors, officers, employees or advisers in the
course of the Sale Process;

"Consent Contracts" means the contracts listed in Schedule 11;

"Consolidated Group" has the meaning given to that term in section 995-1 of the
1997 Tax Act;

"Contingent Instruments" means bank guarantees, letters of credit, bonds,
sureties and other instruments of like nature issued for the account of any
Group Company under the Credit Facilities;

"Continuing Officers" means the directors and officers of the Group Companies
who will continue in that capacity after Completion, as notified by the
Purchaser under clause 6.6(a);


                                       6
<PAGE>

"CP Program" means the commercial paper program of the Group Companies pursuant
to the STN Deed Poll dated 21 March 2000 given by TXU ALP;

"Credit Facilities" means the Syndicated Bank Facility and the Working Capital
Facility;

"Credit Wrapped MTN Deed Poll" means the document by that name entered into by
TXU ALP, TXU Australia Holdings (AGP) Pty Ltd, LP1 and LP2 dated 11 September
2000;

"Data Room" means the data room (including online data rooms, physical data
rooms, computer disks and CD ROMs) made available by the Vendor to the Purchaser
as part of the Sale Process containing information as to (inter alia) the
Business and the Group Companies;

"Deed of Indemnity and Release" means a deed poll executed by each of the
relevant Group Companies in the form set out in Schedule 5;

"Deferred Completion Date" means a date specified in a Notice delivered under
any of clauses 7.5(a)(i) or 7.6(a)(i);

"Disclosures" means the disclosures made through 22 April 2004 of the Vendor and
the Group Companies, their employees, officers, directors and advisers to the
Purchaser, any Affiliate of the Purchaser, and their employees, officers,
directors and advisers and includes:

(a)   this Agreement and the Schedules and annexes hereto;

(b)   the Bidding Rules;

(c)   all written or electronic information and documentation provided in
      the Data Room prior to 10:00 pm on 22 April 2004 (Dallas time) (in
      hard copy or electronic copy) or in response to requests to the
      Vendor in connection with the Sale Process as described in the
      index as amended and updated through to 22 April 2004 (a copy of
      which is attached to this Agreement as Annexure 2);

(d)   all written or electronic information disclosed by the answers to
      questions put to the Vendor (whether directly by the Purchaser or
      through any of its advisers) as part of the Data Room question and
      answer procedures;

(e)   the audit working papers of Deloitte Touche Tohmatsu relating to
      the financial years of the Group Companies ended on 31 December
      2001, 2002 and 2003 provided to the Purchaser on or about 13 April
      2004;

(f)   all written or electronic information provided to the Purchaser or
      any of its advisers in the course of management presentations by
      the Vendor Group; and

(g)   all information which is available on the public records of the
      Energy Industries Superannuation Scheme and the following
      Government Agencies;


                                       7
<PAGE>

      (i)     on public registers maintained by the Australian Securities &
              Investments  Commission,  the U.S. Securities and Exchange
              Commission and the Australian Competition and Consumer Commission;

      (ii)    on the Essential Services Commission website
              (www.reggen.vic.gov.au) and the Essential Services
              Commission of South Australia website;

      (iii)   registry searches of the Federal Court and Federal
              Magistrates' Service of Australia, Supreme and County
              Courts of Victoria, Supreme and District Courts of New
              South Wales and Supreme and District Courts of South
              Australia;

      (iv)    by conducting searches of public databases maintained
              by the Registrar of Companies in the United Kingdom,
              and the Secretary of State of Delaware;

      (v)     by conducting searches of electronic electricity and
              gas licence registers maintained in each Australian
              State and Territory;

      (vi)    by conducting searches of the New South Wales Land and
              Property Information and Victorian Land Registry;

      (vii)   by conducting searches of the Public Register of the
              South Australia Environment Protection Authority and
              the Priority Sites register of the Environment
              Protection Agency - Victoria; and

      (viii)  by conducting searches of the Australian Industrial
              Relations Commission's public databases in relation to
              Certified Agreements and Awards,

      but does not include information from the foregoing sources that is
      illegible or obliterated.

"Dollars", "A$" and "$" means the lawful currency of Australia;

"Duty" means any stamp, transaction or registration duty or similar charge
imposed by any Government Agency and includes any interest, fine, penalty,
charge or other amount imposed in respect of the above, but excludes GST;

"Early Termination Amount" has the meaning given in the Credit Wrapped MTN Deed
Poll;

"Employees" means the direct reports to the Chief Executive Officer of the Group
Companies;

"End Date" means 30 September 2004;

"Enterprise Value" means the aggregate of the Estimated Debt Amount and the
Estimated Purchase Price;


                                       8
<PAGE>

"Equity Value" means the Estimated Purchase Price plus the amount of the
Intercompany Obligations assumed for the purposes of determining the Estimated
Debt Amount expressed in $US at the $US Equivalent as at the date of this
Agreement;

"ESC" means the Essential Services Commission of Victoria;

"ESC Approval" means a determination for the purposes of section 68(8)(b) of the
Electricity Industry Act 2000 (Vic) that the ESC is satisfied that the ACCC has
considered the acquisition of a controlling interest in TXU Electricity Limited
ACN 064 651 118 by the Purchaser and that the ACCC has notified the Purchaser
that it does not intend to take action in relation to the acquisition under
section 50 of the TPA. For the purposes of this Agreement, the ESC is to be
taken to have made its determination under section 68(8)(b) on the date on which
notice of its making is published in the Victorian Government Gazette or any
later date of commencement as may be specified in the determination;

"Estimated Debt Amount" means, for the TXU Australia Group Pty Ltd,
$2,915,650,462 (as of 31 December 2003), being the aggregate of:

(a)   Credit Facilities $1,001,500,000;

(b)   Issued CP $49,762,000;

(c)   Medium Term Notes $474,885,000;

(d)   Notes $867,244,000;

(e)   Intercompany Obligations $526,400,000;

(f)   Swap Termination Amounts (if any) $<21,178,538>;

(g)   Overdraft Facilities -0-;

(h)   other debt    $2,683,000; and

(i)   accrued interest and other costs   $14,355,000;

"Estimated Purchase Price" means $2,184,349,538;

 "Event" means any event, occurrence, transaction, act or omission (or any
deemed event, occurrence, transaction, act or omission);
"Excluded Books and Records" means the books and records set out in Schedule 3;

"Excluded Representation" means any statement, representation or promise:

(a)   in relation to any forecast as to the operations, earnings or
      profitability of the Group Companies; or


                                       9
<PAGE>


(b)   as to future events, circumstances or performance of any nature
      whatsoever; or

(c)   without limitation, as to the accuracy or completeness of, or the
      ability of the Business or the Group Companies to perform in a
      manner consistent with, the Financial Model; or

(d)   that does not form part of the Disclosures;

made by the Vendor or any person acting or purporting to act on behalf of the
Vendor or resulting from or implied by conduct made in the course of
communications or negotiations in connection with the transactions contemplated
by this Agreement, the Business, the Group Companies or the Sale Process, except
to the extent that any such statement, representation or promise is expressly
repeated in the Warranties;

"Expert" means the expert selected or nominated under clause 8.4(a);

"Financial Model" means the financial model prepared by the Vendor and provided
to the Purchaser prior to the Bid Date for the purpose of assisting the
Purchaser to evaluate the Business and includes all information and assumptions
contained in such financial model and all statements, representation, promise,
explanation and other information and communications in any form provided at any
time by the Vendor or any person acting or purporting to act on behalf of the
Vendor with respect to such financial model;

"Financiers" means the participating lenders to the Group Companies pursuant to
 the Credit Facilities;

"FITB-Tax Losses" means the future income tax benefit attributable to the tax
losses of the Group Companies as recorded in account number 165010 of the Group
Companies;

"Fundamental Assets Defect" means, in relation to the electricity and gas
distribution networks of the Group Companies, the Torrens Island Power Station
and the underground gas storage facility in Victoria, a defect, deficiency or
condition, arising as a result of the capital expenditure, operating expenditure
or asset management policies of the Group Companies, that would render such
networks or applicable assets incapable of delivering energy within the
reasonable reliability and safety requirements generally achieved by comparable
assets in Victoria, having regard to the age and design of such assets;

"Funds" means the superannuation funds to which the Group Companies and/or the
employees makes contributions;

"GAAP" means generally accepted accounting principles;

"GHD Report" means the engineering, environmental and asset evaluation report
commissioned by the Group Companies in April 2004, which is to be provided to
the parties by GHD Pty Ltd;


                                       10
<PAGE>

"Global Insurance Program" means those policies of insurance maintained by
certain Vendor Affiliates for and on behalf of (inter alia) the Group Companies
as at the date of this Agreement;

"Government Agency" means:

(e)   a government, whether foreign, federal, state, territorial or
      local;

(f)   a department, office or minister of a government acting in that
      capacity; or

(g)   a commission, delegate, instrumentality, agency, board, or other
      governmental, semi-governmental, judicial, administrative, monetary
      or fiscal authority, whether statutory or not;

"Group Company" means each of the companies set out in Schedule 6 (including the
Company), and "Group Companies" means all of them;

"GST" means goods and services tax as defined in the A New Tax System (Goods and
Services Tax) Act 1999 (Cth);

"GST Law" means the same as GST Law means in the A New Tax System (Goods &
Services Tax) Act 1999 (Cth);

"Insurance Claim" means any claim by a Group Company (either directly or through
any member of the Vendor Group) with respect to any period prior to Completion
that has not been determined or otherwise resolved by the Completion Date;

"Intellectual Property" means trade marks, domain names, patents, design rights,
copyrights, know-how and all other similar rights in any jurisdiction including,
where such rights are obtained or enhanced by registration, any registration of
such rights and applications and rights to apply for such registration;

"Intercompany Obligations" means the net total outstanding balance as at
Completion of all of the intercompany loans between the Group Companies and the
Vendor Group (as disclosed in Schedule 10);

"Interest Rate" means the rate, expressed as a yield per annum, which is the
average of the mean buying and selling rates for 30 day bills quoted on the page
designated "BBSW" on the Reuters Monitor Money Rates Services, or another page
that replaces the "BBSW" page on that system to display those rates, after
excluding the highest and lowest rate quoted, rounded up, if necessary to the
nearest four decimal places, determined at 10:00 am on the relevant date;

"IRS" means the Internal Revenue Service;

"Issued CP" means all outstanding commercial paper issued under the CP Program
at the relevant time;


                                       11
<PAGE>

"Late Completion Interest Rate" means the Interest Rate plus 4% per annum;

"Liabilities" means all liabilities, debts or obligations of the Group
Companies, whether actual or contingent, present or future, quantified or
unquantified, or incurred jointly or severally with any other person;

"Loss" means any and all losses (including loss of profit and loss of expected
profit), claims, actions, liabilities, damages, expenses, diminution in value or
deficiencies of any kind or character (whether indirect, consequential or
otherwise and whether or not known or asserted on or before Completion)
including all interest and other amounts payable to third parties, all
liabilities on account of Taxes and all legal (on a full indemnity basis) and
other expenses reasonably incurred in connection with investigating or defending
any claims or actions, whether or not resulting in any liability and all amounts
paid in settlement of claims or actions;

"LP1" means TXU Australia (LP) No.1 Limited, a company incorporated under the
laws of England and Wales;

"LP2" means TXU Australia (LP) No.2 Limited, a company incorporated under the
laws of England and Wales;

"Master Hedge Agreement" means the master hedge agreement dated 6 May 1999
between TXU Electricity, Limited and Ecogen Energy Pty, Ltd.;

"Material Adverse Change" means a Material Effect that has an impact or is
likely to result in either a change of 10% or more in the consolidated net
assets of the Group Companies as at 31 December 2003 or in the case of income
statement items a change of 15% or more in the consolidated earnings before
interest, tax, depreciation and amortisation of the Group Companies for the
financial year ended 31 December 2003;

"Material Contract" means a contract listed in Schedule 8;

"Material Effect" means any occurrence, event, change, state of affairs or
effect, relating to the Group Companies (or any one of them), that individually
or together with all other such occurrences, events, changes, states of affairs,
or effects existing at the same time is or is likely to be materially adverse to
the financial condition, trading position or operations of the Group Companies
(taken as a whole), except that any effect resulting from the following shall
not be considered when determining whether a Material Effect has occurred or may
occur:

(a)   any change in economic conditions generally or in the industries in
      which the Group Companies operate (unless disproportionately
      affecting the Group Companies relative to other participants in
      such industries);

(b)   any change in exchange rates;

(c)   any increases in the costs of commodities or supplies, including
      fuel;


                                       12
<PAGE>

(d)   any change in the financial condition or results of operation of
      the Group Companies caused by the pending sale of the Group
      Companies to the Purchaser, including changes to a credit rating of
      the Purchaser;

(e)   any actions to be taken pursuant to or in accordance with this
      Agreement; and

(f)   any non-binding announcement, non-binding statement, or draft
      determination of the ESC, the ACCC or any other energy industry
      regulator other than a binding ruling or decision, and other than a
      decision that a Group Company has breached any of its material
      obligations under any law,

for the purpose of this definition, but without limiting the generality of the
definition, a change that has an impact or is likely to result in either a
change of 10% or more in the consolidated net assets of the Group Companies as
at 31 December 2003 or in the case of income statement items a change of 15% or
more in the consolidated earnings before interest, tax, depreciation and
amortisation of the Group Companies for the financial year ended 31 December
2003 would constitute a Material Effect;

"MBIA" means MBIA Insurance Corporation;

"Medium Term Notes" means the MTNs (as defined in the Reimbursement Agreement)
issued by TXU ALP;

"1936 Tax Act" means the Income Tax Assessment Act 1936 (Cth);

"1997 Tax Act" means the Income Tax Assessment Act 1997 (Cth) and includes,
where  appropriate,  the  Income  Tax  (Transitional Provisions) Act 1997 (Cth);

"Notes" means:

(h)   the US$92,250,000 of 6.75% senior notes issued by TXU ALP due 2006;

(i)   the US$60,000,000 of 7.25% senior notes issued by TXU ALP due 2016;

(j)   the US$157,750,000 of 6.75% senior notes issued by TXU Electricity due
      2006;

(k)   the US$40,000,000 of 7.25% senior notes issued by TXU Electricity due
      2016; and

(l)   the US$300,000,000 of 6.15% senior notes issued by TXUAH due 2013;

"Notice" means a written notice provided in accordance with clause 15;

"Offer" means any proposed settlement or offer of settlement of a Third Party
Claim received by the Purchaser or a Group Company;


                                       13
<PAGE>

"Overdraft Facilities" means any overdraft facilities or transactional banking
facilities provided to the Group Companies;

"Payment Amount Interest" means an amount calculated in accordance with
clause 7.8;

"Phase 1 Audit" means a preliminary environmental site assessment undertaken by
an environmental consultant to evaluate potential environmental issues arising
in relation to the Assets, including the potential for any sites to be affected
by contamination or the existence of hazardous substances. Assessment methods
may involve a desktop (documentary) review, a walk over physical site inspection
and interviews with present and former site personnel but does not include any
soil, water, air or other invasive testing;

"Plant and Equipment" means all fixed and loose plant, equipment, machinery,
furniture, fixtures and fittings, computer hardware, vehicles, and all other
tangible Assets owned or leased by the Group Companies;

"Preference Shares" means the cumulative redeemable preferred stock on issue in
the Company as at the date of this Agreement;

"Proceedings" means any action, mediation, arbitration, hearing, litigation, or
suit (whether civil, criminal, or administrative) commenced, brought, conducted,
or heard by or before, or otherwise involving, any Government Agency or
arbitrator;

"Properties" means the real property interests owned, leased or occupied under
licence or other right of occupation by any Group Company;

"Purchase Price" means the amount calculated in accordance with clause 3.2;

"Purchaser Affiliate" means an Affiliate of the Purchaser;

"Purchaser Group" means the Purchaser, the Purchaser's Guarantor and their
respective Affiliates;

"Purchaser Opinions" means the legal opinions in respect of the Purchaser and
the Purchaser's Guarantor, substantially in the form attached at Annexure 3;

"Purchaser's Accountant" means KPMG;

"Purchaser's Representative" means the person appointed by the Purchaser under
clause 6.2(a);

"Receiving Party" has the meaning given to that term in clause 1.4;

"Reimbursement Agreement" means the reimbursement agreement dated 11 September
2000 between certain Group Companies and MBIA Insurance Corporation;

"Related Body Corporate" has the same meaning as in the Corporations Act 2001
(Cth);

                                       14
<PAGE>


"Retained Debt" means the Notes, the Medium Term Notes including any contingent
obligations to MBIA under the Reimbursement Agreement (but only if, and to the
extent that, the waiver contemplated by clause 6.10(a) is obtained), any
indemnity or reimbursement obligation owed by any Group Company at Completion
under or in respect of any letter of credit or bank guarantee, the SEAGas
Facilities and the Swaps (other than to the extent that the Purchaser notifies
the Vendor that a Swap is to be terminated and, in case of a Swap, not novated)
and any other part of the Actual Debt Amount that the Vendor and the Purchaser
agree is not to be repaid or settled at Completion;

"Sale Process" means the process by which the Vendor has invited bids for the
purchase of the Sale Shares;

"Sale Shares" means:

(a)   all the issued and outstanding shares of capital stock in the
      Company; and

(b)   following conversion of the Company into a limited liability
      company in accordance with clause 6.17 of this Agreement, all of
      the issued and outstanding limited liability company interests in
      the Company,

together with all rights attaching to those shares and interests as at
Completion;

"SeaGas Facility" means the financing facility established for the construction
and commissioning of the SeaGas Pipeline;

"SeaGas Pipeline" means the South East Australia Gas pipeline in which the
Vendor owns indirectly a 1/3 ownership interest;

"Security Interest" means an interest in the Sale Shares or Assets that provides
security for, or protects against default by, a person for the payment or
satisfaction of a debt, obligation or liability, and includes a mortgage,
charge, bill of sale, pledge, deposit, lien, encumbrance or hypothecation;

"Swaps" means all currency and interest rate swaps to which a Group Company is a
party but for the avoidance of doubt does not include any electricity, gas or
other commodity derivatives;

"Swap Termination Amounts" means the amount calculated, as if such Swap was
terminated, by applying accepted market practices using publicly referable data
sources as agreed by each party at 11:00 a.m. AEST two days prior to the
Completion Date, or such earlier date as the parties may mutually agree;

"Syndicated Bank Facility" means the facility made available to the Group
Companies under the loan note subscription agreement dated 26 February 2004;

"Target Completion Date" means 30 July 2004;


                                       15
<PAGE>

"Tax" or "Taxes" means:

(a)   any income, gross income, gross receipts, profits, fringe benefits,
      capital stock, franchise, withholding, payroll, social security,
      workers and accident compensation, unemployment, disability,
      property, ad valorem, stamp, gift, GST, excise, occupation, goods,
      service, sales, supply, use, license, lease, transfer, import,
      export, value added, consumption, alternative minimum, estimated or
      other similar tax or Duty (including any fee, assessment, or other
      charge in the nature of or in lieu of any tax) imposed by any
      Government Agency or political subdivision thereof, and any
      interest, penalties, additions to tax, or additional amounts in
      respect of the foregoing; and

(b)   any liability for amounts described in paragraph (a) under U.S.
      Treasury Regulation Section 1.1502-6, as a result of transferee
      liability, as a result of being a member of an affiliated,
      combined, consolidated or unitary group or as a result of any
      agreement, implied or express, to indemnify any Person for amounts
      described in paragraph (a);

"Tax Law" means any law with respect to Taxes and includes, but is not limited
to, the 1936 Tax Act, the 1997 Tax Act and the Code;

"Tax Matters" means any matter or issue related to or concerning any Tax
including the recognition of Tax assets or liabilities in the Accounts and "US
Tax Matters" and "UK Tax Matters" mean Tax Matters arising under the laws of the
United States of America and the United Kingdom respectively;

"Taxpayer" means:

(a)   the Company;

(b)   each member of any affiliated group of corporations, within the meaning
      of Section 1504 of the Code, of which the Company is or has been a member;

(c)   each member of any group of corporations with respect to which the
      Company files or has filed a consolidated, combined or unitary Tax
      Return.

"Tax Return" means any return, report or other document required to be lodged
with any Government Agency in respect of Tax or of any amount or information
relevant for the purposes of Tax, including any activity statement, computations
and attachments, amended returns and schedules;

"Tax Warranties" means the Warranties set out in clause 13 of Schedule 1;

"Third Party Claim" means:

(a)   any threat, claim or action brought or made against any Group Company or
      the Purchaser; or


                                       16
<PAGE>

(b)   any dispute or disagreement between a Group Company or the Purchaser and
      any third party,

in relation to the Business or the Group Companies which leads, or may lead, to
a Claim by the Purchaser against the Vendor;

"Third Party Claim Notice" means Notice setting out reasonable details of a
Third Party Claim;

"Third Party Interest" means any Security Interest, lease, licence, option,
voting arrangement, easement, covenant, notation, restriction, interest under
any agreement, interest under any trust, or other right, equity, entitlement or
other interest of any nature held by a third party, including the Vendor Group;

"Title Warranties" means the Warranties contained in clauses 1, 2 and 3 of
Schedule 1;

"TPA" means the Trade Practices Act 1974 (Cth);

"TXUA" means TXU Australia Pty Ltd (ACN 071 611 017);

"TXUAH" means TXU Australia Holdings Pty Ltd (ACN 086 006 859);

"TXU ALP" means the TXU Australia Holdings (Partnership) Limited Partnership, a
limited partnership established under the Partnership Act 1958 (Vic);

"TXU Australia" means TXU Australia Group Pty. Limited (ACN 104 896 497);

"TXU Electricity" means TXU Electricity Limited (ACN 064 651 118);

"TXU Marks" means any business names, trade marks, trade names and internet
domain names which include the name "Texas Utilities", "TU", "TXU Australia",
"TU Australia" or any variations or imitations of that name or the initials
"TXU" or "TU" or any other business name, trade mark, trade name, logo or
internet domain name owned, used or previously used in the Business by the
Vendor or any Vendor Affiliate, whether registered or unregistered and including
any applications for the grant of any such rights and all rights or forms of
protection having equivalent or similar effect anywhere in the world, or any
confusingly similar mark, design name or logo;

"TXU Networks Gas" means TXU Networks (Gas) Pty Ltd (ACN 086 015 036);

"UK Tax Warranties" means the Tax Warranties set out in clause 13.1 of Schedule
1 in respect of LP1 and LP2;

"UK Warranties" means the Warranties set out in clauses 3 and 4 of Schedule 1 in
respect of LP1 and LP2;


                                       17
<PAGE>

"US$ Equivalent" means, at any given time (with respect to an amount denominated
in A$), the US$ amount required to purchase that A$ amount at the rate of
exchange to buy A$ with US$, as determined by the Reserve Bank of Australia's
reference rate found on its website (www.rba.gov.au) at 4:00 p.m. on the day
that is 2 Business Days prior to the day that the relevant payment is due, or if
this is unavailable, then the last rate of exchange to buy A$ with US$, as
published by the Reserve Bank of Australia prior to the relevant time and, in
respect of any amount denominated in US$, means that amount, or such other rate
of exchange as the parties may mutually agree;

"US Tax Warranties" means the warranties contained in clause 13.3 of Schedule 1;

"US Warranties" means the Warranties set out in clause 2 of Schedule 1;

"Vendor Affiliate" means an Affiliate of the Vendor;

"Vendor Group" means the Vendor and its Affiliates (excluding the Group
Companies);

"Vendor's Accountant" means Deloitte Touche Tohmatsu;

"Vendor's Representative" means the person appointed by the Vendor under
clause 6.2(b);

"Warranties" means the representations and warranties made by the Vendor and set
out in Schedule 1 and "Warranty" means any one of them;

"Working Capital" means:

(a)   accounts receivable;

(b)   accrued revenue;

(c)   inventory;

(d)   prepayments;

(e)   other current assets;

(f)   Cash in relation to customer and contractor deposits;

(g)   accounts payable and miscellaneous accruals;

(h)   customer and contractor deposits;

(i)   other current liabilities;

as set out in the pro forma completion statement in Part A of Schedule 4; and


                                       18
<PAGE>

"Working Capital Facility" means the working capital facility made available to
the Group Companies under the working capital facility agreement dated 26
February 2004.

1.2   Interpretation

In this Agreement:

(a)   unless the context otherwise requires, a reference:

      (i)    to the singular includes the plural and vice versa;

      (ii)   to a gender includes all genders;

      (iii)  to a document (including this Agreement) is a reference to that
             document (including any Schedules and Annexures) as amended,
             consolidated, supplemented, novated or replaced;

      (iv)   to an agreement includes any deed, agreement or legally enforceable
             arrangement or understanding in writing;

      (v)    to parties means the parties to this Agreement and to a party
             means a party to this Agreement;

      (vi)   to a person (including a party) includes:

             (A)  an individual, company, other body corporate, association,
                  partnership, firm, joint venture, trust or Government Agency;

             (B)  the person's successors, permitted assigns, substitutes,
                  executors and administrators; and

             (C)  a reference to the representative member of the GST group to
                  which the person belongs to the extent that the representative
                  member has assumed rights, entitlements, benefits,
                  obligations and liabilities which would remain with the
                  person if the person were not a member of a GST group;

      (vii) to a law:

             (A)  includes a reference to any constitutional provision,
                  subordinate legislation, treaty, decree, convention, statute,
                  regulation, rule, ordinance, proclamation, by-law, judgment,
                  rule of common law or equity or rule of any applicable stock
                  exchange;

             (B)  is a reference to that law as amended, consolidated,
                  supplemented or replaced; and


                                       19
<PAGE>

             (C)  is a reference to any regulation, rule, ordinance,
                  proclamation, by-law or judgment made under that law;

      (viii) to proceedings, includes litigation, arbitration, investigation
             and other dispute resolution procedures;

      (ix)   to a judgment includes an order, injunction, decree, determination
             or award of any court or tribunal; and

      (x)    to time is a reference to Melbourne time;

(b)   headings are for convenience only and are ignored in interpreting
      this Agreement;

(c)   if a period of time is specified and dates from, after or before, a given
      day or the day of an act or event, it is to be  calculated exclusive of
      that day;

(d)   if a payment or other act must (but for this clause) be made or
      done on a day which is not a Business Day, then it must be made or
      done on the next Business Day;

(e)   the word "including" or "includes" means "including but not limited
      to" or "including without limitation"; and

(f)   where a word or phrase is defined, its other grammatical forms have
      a corresponding meaning.

1.3   Construction

This Agreement (or a part of it) must not be construed adversely to a party
solely because that party or its solicitors were responsible for preparing it.

1.4   Payments

Unless otherwise expressly provided in this Agreement, where a party is required
to pay an amount to another party (the Receiving Party) under this Agreement,
that amount shall be paid:

(a)   in immediately available and irrevocable funds by electronic
      transfer to a bank account or accounts notified by the Receiving
      Party in writing on or before the due date for payment, or in other
      such immediately payable funds as the parties may agree; and

(b)   without deduction, withholding or set-off.


                                       20
<PAGE>

-------------------------------------------------------------------------------
2.    Conditions and Transfer of Sale Shares
-------------------------------------------------------------------------------
2.1   Conditions Precedent to Sale and Purchase

The obligations of the Vendor to sell the Sale Shares and the obligations of the
Purchaser to buy the Sale Shares are subject to the conditions set out in this
clause 2.1. Notwithstanding any other provision of this Agreement or rule of law
or equity to the contrary, the obligations of the Vendor and the Purchaser to
sell and buy the Sale Shares, respectively, only arise upon satisfaction of the
following conditions:

(a)   Foreign Investment Approval - the Purchaser receives the consent of
      the Treasurer under the Foreign Acquisitions and Takeovers Act 1975
      (Cth) to the acquisition by the Purchaser of the Sale Shares,
      either unconditionally, or subject to conditions or requirements
      which are acceptable to the Purchaser, such acceptance not to be
      unreasonably withheld or delayed;

(b)   ACCC Approval - the Purchaser receives ACCC Approval;

(c)   ESC Approval - the Purchaser receives ESC Approval;

(d)   Change of Control Consents - the counterparties to the Consent
      Contracts have provided each Change in Control Consent (which
      consent may be provided on the condition that Completion occurs)
      required under each such contract; and

(e)   MBIA Approval - subject to the Purchaser's compliance with clauses
      6.10(a) and (b), MBIA waiving, or making such other accommodation
      or arrangement (as limited by clause 6.10(a)), in form and
      substance reasonably acceptable to the Purchaser, such that the
      Medium Term Notes are not in default upon the change of control at
      Completion.

2.2   Sale and purchase

Subject to satisfaction of the Conditions, the Vendor agrees to transfer the
Sale Shares, free from all Third Party Interests, to the Purchaser, and the
Purchaser agrees to accept that transfer in accordance with and subject to the
terms of this Agreement.

2.3   Waiver of pre-emption rights

The Vendor waives and, prior to Completion, must obtain the waiver from all
other relevant persons, of all pre-emption rights and other rights that might
restrict or limit the transfer of the Sale Shares.


                                       21
<PAGE>
-------------------------------------------------------------------------------
3.    Purchase Price
-------------------------------------------------------------------------------
3.1   Purchase Price

The Purchaser agrees that, in consideration for the transfer of the Sale Shares,
it will pay the Purchase Price to the Vendor (or as directed by the Vendor) in
accordance with clause 4 and otherwise comply with its obligations under this
Agreement.

3.2   Calculation of the Purchase Price

(a)   The Purchase Price is the Enterprise Value less the Actual Debt Amount
      adjusted by:

      (i)   if the Adjustment Amount is greater than zero, adding the amount of
            the Adjustment Amount; and

      (ii)  if the Adjustment Amount is less than zero, deducting the amount of
            the Adjustment Amount (ignoring for this purpose the fact that the
            Adjustment Amount is a negative number).

(b)   The Adjustment Amount must be paid (together with any applicable interest
      calculated under clause 4.4) by the relevant party in accordance with
      clause 4.3.
--------------------------------------------------------------------------------
4.    Payments
--------------------------------------------------------------------------------

4.1   Payments on Completion

On Completion, the Purchaser must pay to:

(a)   the Vendor, an amount equal to the Enterprise Value less the Actual Debt
      Amount (as notified under clause 6.7); and

(b)   each of the relevant Group Companies, an amount equal to that amount which
      is required to be paid pursuant to clause 7.3(a).

4.2   Payment in $A

The Purchase Price shall be payable by Purchaser to Vendor in $A, unless the
parties agree to a different currency for payment.

                                       22
<PAGE>

4.3   Adjustment Amount

Within 5 Business Days after:

(a)   the date by which disputes must be filed under clause 8.3(a), where
      no dispute has been notified under that clause;

(b)   the date on which any disputes notified under clause 8.3(a) have been
      resolved under clause 8.3(b); or

(c)   the date on which the Expert provides notice to the parties of its
      determination under clause 8.4 in relation to any disputes notified
      under clause 8.3(a) which have not been resolved under clause
      8.3(b),

whichever applies, then:

(d)   if the Adjustment Amount is greater than zero, the Purchaser must
      pay to the Vendor the Adjustment Amount together with interest on
      the Adjustment Amount calculated in accordance with clause 4.4; and

(e)   if the Adjustment Amount is less than zero, the Vendor must pay to
      the Purchaser the Adjustment Amount (ignoring for this purpose the
      fact that the Adjustment Amount is a negative number) together with
      interest on the Adjustment Amount calculated in accordance with
      clause 4.4.

4.4   Interest

Interest payable on the Adjustment Amount under clause 4.3 will accrue daily and
be compounded at monthly intervals at the Interest Rate, calculated from and
including the Completion Date to but excluding the date of payment.
-------------------------------------------------------------------------------
5.    Conditions
-------------------------------------------------------------------------------
5.1   Conditions of Completion

Completion is conditional upon:

(a)   Material Adverse Change - there being no Material Adverse Change in
      the period prior to Completion, except in the circumstances where
      the parties have agreed that this Condition is to be determined as
      at an earlier date;

(b)   Opinions and Certificates - the Purchaser being in receipt of the
      legal opinions and, if required, the certificates of an executive
      of the Vendor in a form reasonably approved by the Purchaser in
      respect of each of the matters set out in Schedule 9;

                                       23
<PAGE>

(c)   Representations and Warranties - the Warranties being true and
      correct as of the date of this Agreement and as of Completion (in
      each case except where such Warranty is expressly made only as of
      another specific date) except if the failure of such Warranties
      being true and correct would not individually or in the aggregate,
      give rise to a Material Effect (provided that for purposes of this
      clause (c) the terms "material," "materially," "Material Effect,"
      "Material Adverse Change" and similar terms shall be deemed to be
      deleted from individual Warranties), and the Vendor delivering to
      the Purchaser at Completion a certificate of the Vendor dated the
      Completion Date and signed on behalf of the Vendor by an executive
      officer of the Vendor to such effect;

(d)   Audited Accounts of the Company - the Vendor delivering to the
      Purchaser the unqualified audited financial statements of the
      Company (unconsolidated) for the financial year ended 31 December
      2003, which accounts show that the Company has no assets (other
      than deminimus assets, the shares of TXU Australia, and the average
      rate put options) and no Liabilities (accrued, absolute, contingent
      or otherwise);

(e)   GHD Report and Site Visit - the Purchaser receiving the GHD Report
      and not providing Notice to the Vendor within 20 Business Days of
      receipt that the GHD Report reveals any Fundamental Assets Defect,
      and the Purchaser being granted reasonable access to the Properties
      for inspection and assessment and not providing notice to the
      Vendor within 60 days of the date hereof that the Purchaser's
      access was inadequate;

(f)   LLC Conversion - the Company having been converted into a limited
      liability company in accordance with the provisions of clause 6.17;

(g)   Guarantee Releases - all material guarantees by, and other material
      obligations of, any Group Company guaranteeing or securing any
      indebtedness or other obligations of any third party, including any
      member of the Vendor Group, shall have been released and discharged
      in accordance with Section 6.18 hereof; and

(h)   Company - the Company shall not have incurred any Liabilities, held
      any assets, conducted any business or engaged in any activities,
      except (a) with the prior written consent of the Purchaser, (b) as
      required by this Agreement or (c) for holding the shares of TXU
      Australia; and the Sale Shares delivered to Purchaser being all of
      the issued and outstanding equity interest in the Company.

5.2   General Terms applicable to the Conditions

(a)   Subject to clause 5.4, each party must use all reasonable endeavours
      to fulfil the Conditions as soon as reasonably practicable and in any
      event by no later than the End Date.

(b)   The Purchaser agrees to keep the Vendor advised of progress towards
      satisfaction of the Conditions and to provide Notice to the Vendor
      immediately when it becomes aware that either a Condition has been
      satisfied or cannot be satisfied and, where requested by the Vendor, the

                                       24
<PAGE>

      Purchaser must provide reasonable supporting evidence in writing. For its
      part, the Vendor agrees to keep the Purchaser advised of the progress of
      any actions that it is required to take under clause 5.2(a) to assist in
      the fulfilment of the Conditions.

(c)   Each of the Conditions is included in this Agreement for the benefit of
      the Purchaser and may not be waived except by a waiver in writing by the
      Purchaser and any such waiver will only be effective to the extent
      specifically set out in the waiver provided however that:

      (i)   the Conditions contained in clauses 2.1(a), (b) and (c) cannot be
            waived by the Purchaser unless the Purchaser is, notwithstanding
            the non-satisfaction of such Conditions, lawfully entitled to
            complete the transactions contemplated by this Agreement; and

      (ii)  the Condition contained in clause 5.1(g) may be waived only with
            the written consent of the Vendor.

(d)   Either party may terminate this Agreement (by Notice to the other party)
      at any time prior to Completion if:

      (i)   a Condition is incapable of fulfilment;

      (ii)  events or circumstances make it impossible (in the reasonable
            opinion of a party acting in good faith) that a Condition will or
            can be satisfied; or

      (iii) a Condition is not satisfied or waived by 5:00 p.m. AEST on the
            End Date,

      provided, that if a Condition has not been satisfied as a result of
      a breach by a party hereto, such party shall not be entitled to
      terminate this Agreement and the party not in breach shall be
      entitled to terminate the Agreement under clause 7.5 or 7.6 (as
      appropriate).

      The agreement of the parties incorporated in the clauses of this
      Agreement that are enforceable prior to satisfaction of the
      conditions in clause 2.1 may be terminated pursuant to this clause
      5.2(d).

(e)   If either party terminates this Agreement under clause 5.2(d), then
      clause 7.11 shall apply.

5.3   FIRB Condition

For the purposes of clause 2.1(a), the Treasurer will be deemed to have
consented to the acquisition of the Sale Shares by the Purchaser if:

                                       25
<PAGE>

(a)   a notice is issued under the Foreign Acquisitions and Takeovers Act
      1975 (Cth) stating that the Commonwealth Government does not object
      to the acquisition by the Purchaser of the Sale Shares; or

(b)   notice of the proposed acquisition of the Sale Shares is given to
      the Treasurer under the Foreign Acquisitions and Takeovers Act 1975
      (Cth) and the Treasurer is, by lapse of time, not empowered to make
      an order under the Foreign Acquisitions and Takeovers Act 1975
      (Cth) in relation to the acquisition by the Purchaser of the Sale
      Shares.

The Purchaser must promptly make and thereafter use its best endeavours to
pursue an application to the Treasurer for the consent referred to in clause
5.3(a) and will keep the Vendor informed of its efforts to obtain that consent
(including by providing the Vendor with copies of the application and any
relevant correspondence).

5.4   ACCC Approval and ESC Approval

(a)  The Purchaser shall use best endeavours to obtain ACCC Approval and ESC
     Approval as expeditiously as possible but in any event no later than the
     Target Completion Date.

(b)  In the performance of its obligations under clause 5.4(a), and as absolute,
     unqualified and unconditional obligations of the Purchaser, the Purchaser
     must:

     (i)     commence, prosecute or defend court proceedings;

     (ii)    take such action as may be agreed by the parties to
             obtain ACCC Approval; and

     (iii)   if ACCC Approval is obtained both parties must not do
             anything subsequently which would prejudice such
             Approval or which may prevent the Purchaser from
             completing the acquisition of the Sale Shares in
             accordance with this Agreement,

     provided that nothing in this clause is to be read as any admission
     or belief on the part of either party that the commencement,
     prosecution or defence of proceedings or other actions is necessary
     to obtain ACCC approval.

(c)  If ACCC Approval and ESC Approval is not obtained by 5:00 p.m. AEST on the
     Target Completion Date (as originally fixed or as subsequently extended on
     one or more occasions under this clause) then without prejudice to any
     other rights of the Vendor:

     (i)     the Vendor may in its absolute and unfettered discretion, either:

             (A)  terminate this Agreement and clause 7.11 shall apply; or

             (B)  extend the Target Completion Date to such other date (not
                  being later than the End Date) as the Vendor may nominate in
                  writing.

                                       26
<PAGE>

5.5   Purchaser's Certificate

(a)   As soon as reasonably practicable following the satisfaction or
      waiver of the Conditions (other than the Conditions set out in
      clause 5.1 which will only be satisfied at Completion) the
      Purchaser must provide the Vendor with a certificate:

      (i)    confirming that all Conditions able to be satisfied prior to the
             Completion Date have been satisfied or waived;

      (ii)   confirming that the Purchaser is ready to proceed to Completion;
             and

(b)   providing evidence to the reasonable satisfaction of the Vendor
      that the Purchaser has all necessary external approvals and access
      to all financing required to satisfy its obligations under this
      Agreement on Completion, including the obligation to pay the Vendor
      the amount calculated under clause 4.1(a), to fund the relevant
      Group Companies the amounts required by clause 7.2(b) to be repaid
      at Completion and to procure the release and, if necessary,
      replacement of the Contingent Instruments under clause 7.2(b).

(c)   Immediately after delivery by the Purchaser of the Notice in
      accordance with clause 5.5(a) or delivery by the Vendor of the
      Notice in accordance with clause 5.5(d), the Vendor must by Notice
      to the Purchaser confirm that the Condition in clauses 5.1(a) and
      (c) remain fulfilled.

(d)   If the Purchaser fails to comply with its obligations under clause
      5.5(a), the Vendor may issue a Notice to the Purchaser requiring
      the Purchaser to proceed to Completion.

(e)   The Vendor shall not be required to provide notice to the
      Financiers terminating the Credit Facilities with effect from the
      Completion Date unless and until it has received a certificate from
      the Purchaser in accordance with clause 5.5(a) or Vendor has issued
      a Notice under clause 5.5(c).
--------------------------------------------------------------------------------
6.    Pre-Completion Obligations
-------------------------------------------------------------------------------
6.1   Business to be conducted in ordinary course

During the period from the date of this Agreement to Completion, the Vendor must
ensure that each Group Company:

(a)   conducts the Business as a going concern in accordance with normal and
      prudent practice in the ordinary course and in the same manner as it was
      conducted prior to the date of this Agreement;

                                       27
<PAGE>

(b)   notifies and consults with the Purchaser's Representative about any
      matter arising concerning the Business or any Group Company that has or
      is reasonably likely to have a Material Effect;

(c)   maintains in effect all Material Contracts and Authorisations and
      complies in all material respects with any law or the requirements of any
      Government Agency applicable to it;

(d)   continues to issue invoices, endeavours to collect debts and pays
      creditors in accordance with current business practices; and

(e)   except as expressly provided in this Agreement, does not do any of the
      following without the prior consent of the Purchaser's Representative:

      (i)    other than in respect of the Preference Shares, increase, reduce or
             otherwise alter the share capital of a Group Company or issue any
             shares, options or securities which are convertible into shares in
             a Group Company (excluding the Company and other than to another
             Group Company);

      (ii)   dispose of, or grant any option over, any Asset the written down
             book value of which exceeds $1,000,000 (other than in the ordinary
             course of the Business consistent with past practices);

      (iii)  acquire any assets the cost of which exceeds $1,000,000
             other than:

             (A)    pursuant to any agreement executed prior to the date of
                    this Agreement and disclosed in the Disclosures;

             (B)    the replacement of an Asset in accordance with planned,
                    routine or emergency programs; or

             (C)    in the ordinary course of the Business consistent with
                    past practices;

      (iv)   terminate, assign, materially amend or waive any material rights
             under any Material Contract except with the prior consent of the
             Purchaser;

      (v)    cause any of its insurance policies relating to damage to or
             deterioration in the condition of the Assets to be cancelled, or
             materially change or surrender any existing insurance policies;

      (vi)   commence or voluntarily become a party to any court proceedings of
             a material nature except where necessary to avoid material
             prejudice to the Business or the Assets (in which case the Vendor
             will notify the Purchaser of, and consult with the Purchaser's
             Representative in respect of, such proceedings);

                                       28
<PAGE>

      (vii)  enter into any agreement or arrangement with the Vendor
             Group other than agreements or arrangements necessary
             to effect any of the transactions contemplated or
             referred in this Agreement, and other than in the
             ordinary course of business consistent with past
             practices;

      (viii) terminate the employment of any Employee;

      (ix)   change the terms of employment, salary or bonus of any
             Employee in any material respect, except in accordance
             with any terms of employment as at the date of this
             Agreement or consistent with past practice in the
             ordinary course of the Business;

      (x)    enter into any certified employee agreement or similar
             arrangement in relation to the Business unless on
             substantially the same terms as apply to, and at or
             about the same time as, other owners and operators of
             electricity or gas distribution or transmission
             networks in Victoria;

      (xi)   enter into any electricity or gas derivative, or
             contracts for the purchase or sale of renewable energy
             certificates or other like rights or instruments, other
             than in accordance with trading policies, procedures
             and limits in place in the Business on the Bid Date;

      (xii)  create any Security Interest affecting any of the
             Assets or any of the Company's equity interests;

      (xiii) change in any respect any Tax elections (except as required by
             Law or GAAP and excluding elections to change the classification
             of a Group Company (other than the Company) from Corporation to
             either partnership or disregarded entity for U.S. Federal
             income tax purposes), make any new Tax elections(excluding
             elections to change the classification of a Group Company (other
             than the Company) from Corporation to either partnership or
             disregarded entity for U.S. Federal income tax purposes), or settle
             or compromise any Tax liability, in each case if such action would
             adversely affect the Purchaser;

      (xiv)  disparage, libel, or slander the Group Companies' business names,
             trademarks, or trade names;

      (xv)   comply with the confidentiality restrictions set forth in
             clause 14;

      (xvi)  incur additional indebtedness or issue any guaranty other than
             pursuant to existing extensions of credit;

      (xvii) not to incur any Liabilities, hold any assets, conduct any
             business or engage in any activities, except as required by this
             Agreement and except for holding the shares of TXU Australia and
             except to terminate in an orderly fashion the average rate put
             options held by the Company,

                                       29
<PAGE>

except that nothing set out above in any way will restrict the Group Companies
from:

(f)   working together with the Purchaser to prepare and implement a
      transitional business plan providing for the transition of the
      ownership of the Business from the Vendor to the Purchaser in the
      manner set forth in clause 9.10;

(g)   incurring additional unsecured and trade indebtedness provided
      however that such additional indebtedness shall be only in the
      ordinary course of business of the Group Company consistent with
      past practices; and

(h)   paying down any indebtedness of any Group Company (including any
      Intercompany Obligations) or purchasing any of the Notes or Medium
      Term Notes prior to Completion with available Cash from the Group
      Companies or by borrowing money from any member of the Vendor Group.

6.2   Representatives

(a)   Within 2 Business Days after the date of this Agreement, the
      Purchaser must nominate (by Notice to the Vendor) one person who
      has authority to act on its behalf about any queries, consents or
      approvals required under this Agreement (the Purchaser's
      Representative).

(b)   Within 2 Business Days after the date of this Agreement, the Vendor
      must nominate (by Notice to the Purchaser) one person  who has
      authority to act on its behalf about any queries, consents or approvals
      required under this Agreement (the Vendor's Representative).

6.3   Consent to Conduct before Completion

(a)   The Vendor may, by Notice incorporating details of the relevant
      conduct and its likely consequences, to the Purchaser, request the
      consent of the Purchaser for any conduct that may otherwise be
      inconsistent with the restrictions imposed in clause 6.1.

(b)   Except where it is expressly provided in this agreement that a
      decision on a matter is at the absolute discretion of the
      Purchaser, the Purchaser agrees to act reasonably and in good faith
      in considering any request made by the Vendor under clause 6.3(a).

6.4   Access by Purchaser and its Representatives

Until Completion, the Vendor shall (upon reasonable Notice being provided to the
Vendor):

                                       30
<PAGE>

(a)   permit the Purchaser's Representative and, if required, other
      employees, agents and advisers, reasonable access during normal
      business hours to the Assets, including for the purpose of
      performing a Phase I Audit;

(b)   answer any reasonable enquiries or requisitions issued by the
      Purchaser's Representative of the Vendor or any Group Company in
      respect of the Business;

(c)   ensure that the Purchaser's Representative and, if required, other
      employees, agents and advisers have reasonable access to senior
      management and outside advisors of the Group Companies (provided
      that privileged information shall not be disclosed) during normal
      business hours;

(d)   provide all reasonable information, assistance, facilities and
      documentation that the Purchaser reasonably requires, including
      provision of an office or offices for the Purchaser's
      Representative and its nominated agents and advisers at the offices
      of the Business;

(e)   prior to Completion, the Vendor agrees to procure that each of the
      Group Companies grants, on reasonable notice and subject to any
      restraints imposed under applicable laws, access to the Purchaser
      to the human resources records of the Group Companies and, in
      particular, details of the names and addresses of all employees,
      details of the terms and conditions of employment, redundancy
      entitlements, compensation plans and industrial environment
      matters; and

(f)   coordinate with Purchaser in respect of all such inquiries,
      requisitions and site visits through a single representative
      designated by each party's representative.

provided that the Purchaser shall not, at any time before Completion, other than
as expressly permitted under this Agreement:

(e)   direct, manage or control the conduct of the Business or of any employee;
      or

(f)   otherwise unreasonably impede the ordinary conduct of the Business.

6.5   Assistance for Refinancing

(a)   Until Completion, the Vendor shall procure that, if requested by the
      Purchaser, the Group Companies provide reasonable assistance
      (including further access to the Data Room) at the Purchaser's cost
      to facilitate any acquisition of the Sale Shares as at the
      Completion Date or any refinancing of the Group Companies by the
      Purchaser.

(b)   The Vendor shall not be obliged to take or procure the taking of any
      action under clause 6.5(a) that in the reasonable opinion of the
      Vendor is, or is likely to, unreasonably impede the conduct or
      operations of the Business.

(c)   The Purchaser shall make all reasonable endeavours to ensure that:

                                       31
<PAGE>

     (i)   no assistance is requested from the Vendor under clause 6.5(a) where
           that assistance would unreasonably impede the conduct or operations
           of the Business;

     (ii)  any process contemplated under clause 6.5(a) does not materially
           interfere with the Business prior to Completion;

     (iii) information concerning the Business or this Agreement is only
           disclosed to third parties as part of the process contemplated under
           clause 6.5(a) and with the prior written consent of the Vendor
           (which will not be unreasonably withheld or delayed), which consent
           may reasonably require confidentiality restrictions in favour of the
           Vendor and the Group Companies or the consent of counterparties to
           relevant contracts; and

     (iv)  in the course of any process contemplated by clause 6.5(a), the
           Purchaser does not hold itself out as agent of the Vendor or any of
           the Group Companies.

(d)  The Purchaser hereby indemnifies the Vendor and each Group Company
     for any Loss (excluding loss of profits, indirect and consequential
     loss and any GST payable by the Vendor in respect of which clause
     12.2 applies) incurred prior to Completion by the Vendor or any
     Group Company in complying with its obligations under this clause
     6.5. The Purchaser acknowledges that the Vendor holds the rights of
     each Group Company under this clause, on behalf of each Group
     Company.

(e)  The Purchaser and the Vendor agree that Purchaser shall, if
     requested by Vendor, cause TXUA to distribute to TXUAH, after the
     Completion Date and after the Purchaser has elected to consolidate
     for Australian tax purposes (but in any event prior to 31 December
     2004), as a dividend an amount equal to US$150,000,000 provided such
     distribution is otherwise permissible under applicable laws.

6.6  Nominations

At least 5 Business Days before the Completion Date, the Purchaser must nominate
to the Vendor in writing:

(a)  those of the directors, secretaries and public officers of each
     Group Company who will not be required to resign at Completion;

(b)  any new directors, secretaries and public officers (as required)
     for each Group Company;

(c)  the new name of each Group Company to take effect in accordance
     with clause 9.2; and

(d)  the address of any new registered offices of each Group Company.

                                       32
<PAGE>

6.7  Notice of Actual Debt Amount

At least 3 Business Days before the Completion Date the Vendor shall notify the
Purchaser in writing (including verification in writing (as reasonably required
by the Purchaser) from the relevant payees) of the Actual Debt Amount
(identifying separately the amount of the Retained Debt).

6.8  Notes

The Purchaser acknowledges that:

(a)  the Notes will remain outstanding following Completion, unless
     accelerated, notwithstanding that the Swaps related to the Notes
     may be terminated at Completion;

(b)  the Notes are obligations of the relevant Group Companies; and

(c)  neither the Purchaser nor any Group Company has any recourse to the
     Vendor Group in respect of the Notes.

6.9  Repayment of Intercompany Obligations

(a)  Subject to clause 6.1(b), at any time prior to Completion, the
     Vendor may procure the repayment by the Group Companies of any
     amount outstanding under the Intercompany Obligations from any
     Cash, provided that any such repayment is permitted under the terms
     of the applicable Group Company's documents.

(b)  If on Completion any part of the net total outstanding balance of
     the loans between the Group Companies and the Vendor Group remains
     outstanding, pursuant to clause 7.3(a) the Vendor must procure the
     immediate repayment by the Group Companies of the balance of the
     amount then outstanding under the Intercompany Obligation.

(c)  Prior to repayment of an Intercompany Obligation, the Vendor must
     consult with the Purchaser and take into account any reasonable
     request of the Purchaser to the extent that the request relates to
     any potential Liability for Tax that may arise in respect of a
     Group Company by reason of the repayment, or the method of
     repayment, of that Intercompany Obligation.

(d)  Nothing in clause 6.1 will prohibit the Vendor taking any action
     under clause 6.9(a), provided that the Vendor will notify and
     consult with Purchaser's Representative if such repayment is or is
     reasonably likely to have a Material Effect.

6.10 Medium Term Notes

a)   The Vendor and the Purchaser will use their respective best endeavours
     to obtain from MBIA a waiver of any event of default due to the change of
     control from Vendor to Purchaser contemplated by this Agreement, or such

                                       33
<PAGE>

     other accommodation or arrangement with MBIA in form and substance
     reasonably satisfactory to Purchaser such that the Medium Term Notes are
     not in default upon Completion; provided however, that the obligation of
     the Vendor under this clause 6.10, and in respect of satisfying the
     Condition in clause 2.1(e), shall be solely to obtain a waiver or other
     accommodation or arrangement such that the Medium Term Notes are not in
     default due to the change of control at Completion, and the Vendor shall
     have no obligation in respect of any terms or conditions of the Purchaser's
     accommodation or arrangement with MBIA that is not related to the waiver or
     accommodation in respect of the change of control. The Vendor will bear the
     fee charged by MBIA as a condition  of giving any such waiver or making
     such accommodation.

(b)  In addition to its obligations under clause 6.20, at its expense, the
     Purchaser shall make application to MBIA for such waiver or accommodation,
     including timely submittal of any and all information, financial or
     otherwise, requested by MBIA in order to obtain such waiver or
     accommodation, and Purchaser and/or Purchaser's Guarantor shall execute
     such agreements and undertakings as shall reasonably be required by MBIA to
     issue its financial guaranty of the repayment of the Medium Term Notes.

(c)  If the waiver or accommodation referred to in paragraph (a) is obtained, no
     amount will be included in the amount to be funded under clause 7.3(a) by
     the Purchaser on Completion in respect of the Medium Term Notes and the
     Purchaser acknowledges that:

     (i)    the Medium Term Notes will remain outstanding following Completion;

     (ii)   the Medium Term Notes are obligations of the relevant Group
            Companies; and

     (iii)  neither the Purchaser nor any Group Company has any recourse to the
            Vendor in respect of the Medium Term Notes.

(d)  If the waiver or accommodation referred to in paragraph (a) is not
     obtained on or before the Completion Date and MBIA exercises its rights
     under clause 5.2 of the Reimbursement Agreement or clause 8.2 of the Credit
     Wrapped MTN Deed Poll then, unless otherwise agreed between the Vendor and
     the Purchaser:

     (i)    the amount to be included in the Actual Debt Amount to be funded by
            the Purchaser on Completion in respect of the Medium Term Notes
            shall be the face amount of the Medium Term Notes together with any
            interest on the Medium Term Notes accrued but unpaid at Completion
            and any other moneys then accrued and unpaid in respect of the
            Medium Term Notes but not including, for the avoidance of doubt,
            any moneys becoming due or payable by reason of the transactions
            contemplated by this Agreement; and

                                       34
<PAGE>

     (ii)   the Purchaser shall in addition pay to the relevant Group Companies
            any amounts in excess of the amounts referred to in paragraph
            (i) above that are required to be paid to MBIA under the
            Reimbursement Agreement and/or the Credit Wrapped MTN Deed Poll,
            and, for the avoidance of doubt, such excess amounts will not form
            part of the Actual Debt Amount and will not be deducted
            from Enterprise Value for the purpose of clause 4.1(a).

6.11 Swaps

(a)  The parties acknowledge and agree that, on Completion, or such other time
     as the parties may agree, the Swaps:

     (i)    at the option of the counterparties, may be terminated by those
            counterparties or may remain outstanding in accordance with their
            existing terms; or

     (ii)   if agreed between the relevant counterparties, the relevant Group
            Companies and the Purchaser, may be novated to other parties in
            place of the present counterparties.

(b)  The Purchaser may negotiate with the relevant counterparties to determine
     the course of action with respect to the Swaps and the Vendor will, at the
     request and expense of the Purchaser, provide any reasonable assistance
     required by the Purchaser in connection with the Swaps.

(c)  At the same time as the Vendor notifies the Actual Debt Amount to the
     Purchaser under clause 6.7, the Vendor will also determine and notify to
     the Purchaser the net Swap Termination Amounts for all of the Swaps, which
     will be:

     (i)    in the case of any Swaps to be terminated by the counterparty, the
            actual Swap Termination Amount payable or receivable by the relevant
            Group Company in respect of each such Swap, including any break
            fees or indemnity payments; and

     (ii)   in the case of any Swaps that are to remain outstanding or which are
            to be novated, the amount that would have been the Swap Termination
            Amount if such Swap had been terminated at Completion or such other
            time as the parties may agree,

            and the net of all such Swap Termination Amounts shall form part of
            the Actual Debt Amount for the purposes of this Agreement, with any
            net amount receivable by the Group Companies being a decrease in the
            Actual Debt Amount and any net amount payable by the Group Companies
            being an increase in the Actual Debt Amount.

                                       35
<PAGE>

6.12 Bank Settlement

The Vendor and the Purchaser acknowledge that the Bank Settlement may involve an
escrow arrangement and agree to co-operate in good faith to coordinate the
requirements of the Bank Settlement.

6.13 Pre-Completion Bank Account Notices

(a)  At least 5 Business Days prior to Completion, the Vendor must give to the
     Purchaser full and accurate written details of:

     (i)    each bank or other financial institution with which a Group Company
            has an account, safety deposit box or deposit; and

     (ii)   the names of all persons entitled to draw on or have access to
            them.

(b)  At least 2 Business Days before Completion the Purchaser must notify the
     Vendor in writing of the authorities to operate bank accounts that are to
     be revoked and the names of the new signatories to those accounts.

6.14 Financial assistance

(a)  Subject to clause 6.14(b), if required by the Purchaser, the Vendor
     must at least 15 days before Completion cause to be held a meeting
     of the members of any relevant Group Company (other than LP1 and
     LP2) to seek any resolutions or approvals which the Purchaser may
     notify to the Vendor as being necessary under Part 2J.3 of the
     Corporations Act in connection with the provision of any guarantee
     or security by any Group Company (other than LP1 and LP2).

(b)  Subject to the requirement that no Director or Group Company will
     be required to act in breach of any provision of the Corporations
     Act and, in the case of the officers of a Group Company, in breach
     of his or her fiduciary duties, each Group Company and each
     director of a Group Company must do all acts and provide all
     assistance reasonably required by the Purchaser to enable each of
     the Group Companies (other than LP1 and LP2) to fully comply prior
     to Completion with the requirements of Part 2J.3 of the
     Corporations Act in connection with the giving by the Group
     Companies (other than LP1 and LP2) of financial assistance in
     relation to the acquisition (by way of issue, transfer or
     otherwise) by the Purchaser of the Sale Shares, including, without
     limiting the generality of the foregoing:

     (i)     at least 28 days before Completion the Vendor must have
             caused any relevant Group Company to have lodged with
             the Australian Securities and Investment Commission a
             copy of the notice of meeting and any accompanying
             documents referred to in paragraph (b);

                                       36
<PAGE>

     (ii)    issued any necessary notices of meeting and accompanying
             documents to the members of that relevant Group Company;

     (iii)   held a meeting of the members of that relevant Group
             Company to seek any special resolutions or approvals;

     (iv)    lodged with the Australian Securities and Investment
             Commission as required by section 260B(6) of the
             Corporations Act, a notice in the prescribed form
             stating that the assistance has been approved by the
             members of that relevant Group Company in accordance
             with section 260B of the Corporations Act; and

     (v)     done any other act or thing necessary to ensure
             compliance with section 260B of the Corporations Act,

     which are required, or which the Purchaser has notified to the
     Vendor as being necessary, under Part 2J.3 of the Corporations Act
     in connection with the provision of any financial assistance
     (including a guarantee or security) by the relevant Group Company
     for the acquisition (by way of issue, transfer or otherwise) of all
     of the Sale Shares.

(c)  Immediately following the meeting referred to in paragraph (a), the
     Vendor will cause the relevant Group Company to lodge a notice with
     the Australian Securities and Investment Commission as required by
     section 260B(6) of the Corporations Act.

(d)  The Vendor shall reasonably cooperate with Purchaser if similar
     approvals for the provision of financial assistance by LP1 and LP2,
     is required under the Companies Act of 1985 (United Kingdom).

6.15 Certain Notices

(a)  The Vendor shall give notice to the Purchaser promptly after the Vendor
     becomes aware of:

    (i)      any Material Adverse Change or the occurrence, or
             failure to occur, of any event, which occurrence or
             failure would cause any Warranty to be untrue or
             inaccurate in any respect having a Material Effect;

    (ii)     any written notice or other written communication from
             any person alleging that the consent of such person is
             or may be required in connection with the execution,
             delivery or performance of the Agreement, or the
             transactions contemplated herein;

    (iii)    any written notice or other written communication from
             any Governmental Agency in connection with this
             Agreement or the transactions contemplated herein; and


                                       37
<PAGE>

    (iv)     any failure of the Vendor or the Group Companies to
             comply with, perform or satisfy, in any material
             respect, any covenant, condition or agreement to be
             complied with, performed by or satisfied by it under
             this Agreement or any exhibit, schedule, certificate,
             document or written instrument attached hereto,

             provided that such disclosure shall not be deemed to cure, or to
             relieve the Vendor or Group Companies of any Liability or
             obligation with respect to, any breach of or failure to satisfy any
             Warranty, covenant or agreement or to satisfy any condition
             hereunder.

(b)          The Purchaser shall give notice to the Vendor promptly after the
             Purchaser becomes aware of:

             (i)     the occurrence, or failure to occur, of any event,
                     which occurrence or failure would cause any warranty
                     set forth in Schedule 2 to be untrue or inaccurate in
                     any respect having a Material Effect;

             (ii)    any written notice or other written communication from
                     any person alleging that the consent of such person is
                     or may be required in connection with the execution,
                     delivery or performance of the Agreement, or the
                     transactions contemplated herein;

             (iii)   any written notice or other written communication from
                     any Governmental Agency in connection with this
                     Agreement or the transactions contemplated herein; and

             (iv)    any failure of the Purchaser or the Purchaser's
                     Guarantor to comply with, perform or satisfy, in any
                     material respect, any covenant, condition or agreement
                     to be complied with, performed by or satisfied by it
                     under this Agreement or any exhibit, schedule,
                     certificate, document or written instrument attached
                     hereto,

             provided that such disclosure shall not be deemed to cure, or to
             relieve the Purchaser of any Liability or obligation with respect
             to, any breach of or failure to satisfy any covenant or agreement
             or to satisfy any Condition under this Agreement.

6.16 Non-Solicitation

The Vendor and the Group Companies shall not, and shall use their respective
best efforts to cause their respective representatives (including, without
limitation, investment bankers, attorneys and accountants) not to, directly or
indirectly, through any officer, director, agent or otherwise, enter into,
solicit, initiate, conduct or continue any discussions or negotiations with, or
encourage or respond to any inquiries or proposals or offers by, or provide any
information to, or otherwise cooperate in any other way with, any cooperation,
partnership, person or other entity or group, other than the Purchaser and its
representatives, concerning:

                                       38
<PAGE>

(a)  any sale of all or any portion of the Assets (other than as
     otherwise permitted under this Agreement) or the business of or of
     any shares of any Group Company;

(b)  any merger, acquisition, consolidation, recapitalisation,
     liquidation, dissolution or similar transaction involving the any
     Group Company; or

(c)  any transaction that would have an effect similar to the
     transactions described in (a) or (b) (each such transaction being
     referred to herein as a Proposed Acquisition Transaction). The
     Vendor hereby represents that neither it, nor any of its
     Affiliates, is now engaged in discussions or negotiations with any
     party other than the Purchaser with respect to any Proposed
     Acquisition Transaction. The Vendor and its Affiliates agree not to
     release any third party from, or waive any provision of, any
     confidentiality or standstill agreement to which they (or any of
     them) are a party.

6.17 LLC Conversion

(a)  Prior to the Completion Date, the Vendor shall cause the Company to
     be converted into a limited liability company organized under the
     laws of the State of Delaware. Such conversion shall be in form and
     substance reasonably satisfactory to Purchaser, and Vendor shall
     consult with Purchaser regarding the conversion prior to taking any
     steps to convert.

(b)  Immediately following the conversion of the Company into a Delaware
     limited liability company, and at all times until Completion, the
     Vendor shall be the sole owner of all of the issued and outstanding
     equity interests of the Company. At all times following the
     conversion of the Company into a Delaware limited liability
     company, each Taxpayer shall treat such limited liability company
     as a disregarded entity for U.S. federal income tax purposes and no
     Taxpayer will make any election to change such treatment.

6.18 Guarantees

The Vendor shall, prior to Completion, cause all guarantees by, and other
obligations of, any Group Company guaranteeing or securing any indebtedness or
other obligations of any third party, including any member of the Vendor Group
but not including another Group Company, to be released and discharged in a
manner and form and substance satisfactory to the Purchaser.

6.19 Consent Contracts

For the purposes of obtaining the Change of Control Consents, the parties agree
as follows:

(a)  an initial request for consent from the counterparty to each Consent
     Contract shall be forwarded by the Vendor to the relevant counterparty
     within 10 Business Days after the date of this Agreement;

                                       39
<PAGE>

(b)  in order to permit the Vendor to make the request referred to in paragraph
     (a), the Purchaser shall, within 5 Business Days after the date of this
     Agreement, provide to the Vendor all information and materials reasonably
     necessary in order to satisfy the relevant counterparty that the relevant
     Group Company will satisfy the change in control requirements or other
     consents or approvals required under each of the relevant Consent Contracts
     with effect from Completion;

(c)  the Purchaser shall use its best endeavours to assist the Vendor to obtain
     the confirmation of each Consent Contract counterparty to a change of
     control of the Group Companies on Completion including, without limitation:

     (i)     fully satisfying the covenants in clause 6.20 and
             providing any documents, information or materials to
             the relevant counterparty and the Vendor which evidence
             satisfaction of the covenants in clause 6.20;

     (ii)    responding promptly to any written request for further
             information or correspondence (written or oral)
             received from the relevant counterparty; and

     (iii)   where reasonable, providing any appropriate guarantee
             or other credit support required to obtain the consent
             of the relevant counterparty;

(d)  the Vendor and the Purchaser shall keep each other fully informed of
     progress and shall:

     (i)     each provide to the other immediately upon receipt, a copy of any
             relevant document or correspondence (including in particular any
             correspondence to or from any counterparty);

     (ii)    each provide to the other, immediately upon receipt, a copy of any
             relevant document or correspondence (including in particular any
             correspondence to or from any counterparty);

     (iii)   each provide immediately to the other information concerning any
             telephone call or other oral communication held with any
             counterparty or any other relevant party; and

     (iv)    permit the other to attend any meeting or be involved in any
             telephone communication with a counterparty.

6.20 Covenants by the Purchaser

(a)  Subject to the performance by the Vendor of its obligations under
     clause 6.19, the Purchaser covenants in favour of the Vendor that,
     in a time sufficient to ensure that the Change of Control Consent
     is obtained by the Target Completion Date, the Purchaser shall
     procure that all legitimate, lawful and reasonable actions have
     been taken and all agreements and other documents have been
     executed so as to ensure that the Purchaser or the relevant Group
     Company (as the case may be) has the ability to generally, satisfy
     the change in control or other approval requirements of the Consent
     Contracts.

                                       40
<PAGE>

(b)  The Vendor shall procure that the Group Companies enter into any
     agreements or take any action requested by the Purchaser in
     performing the covenants set out in clause 6.19, provided that any
     such agreement or action shall become effective only on and from
     Completion.
-------------------------------------------------------------------------------
7.   Completion
-------------------------------------------------------------------------------
Time and place of Completion

Completion shall take place at 11:00 a.m. on the Completion Date at the offices
of Baker & McKenzie in Melbourne, Australia or at such other place agreed by the
parties.

7.2  Obligations of Purchaser on Completion

At Completion the Purchaser must:

(a)  pay the Vendor (or as directed by the Vendor) the amount calculated
     under clause 4.1(a);

(b)  provide each of the relevant Group Companies with sufficient funds
     for each such Group Company to pay the amounts required to be paid
     under clause 7.3(a) and to use all reasonable endeavours to procure
     the release of the Contingent Instruments (by arranging, where
     necessary, for the issue of replacement instruments);

(c)  pay to each relevant Group Company the additional amount (if any)
     referred to in clause 6.10(d)(ii);

(d)  deliver to the Vendor executed copies of the Purchaser Opinions;
     and

(e)  do all things necessary or desirable to purchase the Sale Shares
     and to complete any other transaction contemplated by this
     Agreement.

7.3  Obligations of Vendor on Completion

At Completion the Vendor must:

(a)  subject to the Purchaser complying with its obligations in clause 7.2(b),
     and except as to the Retained Debt, procure that the relevant Group
     Companies:

     (i)     repay that part of the Actual Debt Amount which is outstanding
             under the Credit Facilities unless Purchaser notifies Vendor that
             any such Credit Facilities shall not be repaid at Completion, and
             Purchaser provides evidence that any consents required have been
             given;

                                       41
<PAGE>

     (ii)    purchase the Issued CP;

     (iii)   unless the waiver or  accommodation  referred to in clause 6.10(a)
             has been obtained,  pay to MBIA the amounts  referred to in
             clause 6.10(d)(i) and (ii);

     (iv)    repay the Intercompany Obligations;

     (v)     pay or receive the Swap Termination Amounts in respect of any Swaps
             to be terminated on or before Completion to or from the relevant
             Swap counterparties;

     (vi)    repay the total amount drawn down under the Overdraft Facilities;
             and

     (vii)   repay any other indebtedness by way of financial accommodation for
             money borrowed or raised by a Group Company to a person who is not
             a Group Company;

(b)  deliver to the Purchaser:

     (i)     certificates representing the Sale Shares, duly endorsed in blank
             (or accompanied by executed share transfer forms or stock powers in
             blank);

     (ii)    all waivers or consents which the Purchaser may require to enable
             the Purchaser to be registered as the holder of the Sale Shares;

     (iii)   produce to the Purchaser any power of attorney or other authority
             under which the transfer forms are executed;

     (iv)     confirmation that the matters set out in clause 7.3(a) have
             occurred, including evidence that the Credit Facilities (including
             the Deed of Common Terms dated 26 February 2004), the Intercompany
             Obligations, the Swaps (to the extent they have been terminated or
             novated on or before Completion), the Overdraft Facilities and all
             other financial accommodation provided to the Group Companies by
             any third parties (other than the Issued CP, the Medium Term Notes
             and the Notes) have been discharged, in accordance with a release
             and discharge in a form usually issued by the Financiers to the
             counterparties and acceptable to the Purchaser and the Issued CP
             and the Medium Term Notes (except to the extent they form part of
             the Retained Debt) have been repurchased;

     (v)     all of the following for the Company and each other Group Company
             which are in the possession of the Vendor (provided that such
             documents shall be taken to have been delivered to the Purchaser if
             they are at premises owned or controlled by a Group Company (other
             than the Company):

                                       42
<PAGE>

             (A) any share certificates for the issued shares in any Group
                 Company (excluding the Company);

             (B) any common seals and duplicate seals;

             (C) the Books and Records; and

             (D) the certificates of incorporation;

     (vi)    the executed resignations of those directors, secretaries and
             public officers of the Company and the Group Companies not
             nominated under clause 6.6(a), effective from the close of the
             meetings detailed at clause 7.3(d). including an acknowledgement
             that such retiring officers have no claims arising from the loss of
             office;

     (vii)   written resolutions of the shareholders of each Group Company
             resolving to change the names of the Group Companies to such names
             as nominated by the Purchaser under clause 6.6(c);

     (viii)  a certificate of the appropriate Secretary of State or other
             appropriate governmental official certifying the good standing of
             the Company in the relevant state of its incorporation and all
             other states where it is qualified to do business; and

     (ix)    a certificate executed by the Secretary of the Company certifying
             as of the Completion Date (A) a true and correct copy of the
             constituent documents of the Company, (B) certifying that the
             Conditions in clauses 5.1(g) and (i) are true and correct as of
             Completion, and (C) such other customary matters as may be
             reasonably requested by the Purchaser.

(c)  cause to be held a meeting of the directors of the Company and to obtain at
     the meeting, subject to payment of stamp duty (if any):

     (i)     the approval of the registration of the transfers of the Sale
             Shares;

     (ii)    the cancellation of the existing share certificates for the Sale
             Shares; and

     (iii)   the issue of a new certificate for the Sale Shares in favour of the
             Purchaser;

(d)  cause to be held meetings of the directors of each of the Group Companies:

                                       43
<PAGE>

     (i)     appointing those persons nominated by the Purchaser as directors,
             secretaries and public officers of the Group Companies who have
             consented in writing to act as directors, secretaries and public
             officers respectively; and

     (ii)    accepting the resignations of the directors, secretaries and public
             officers received under clause 7.3(b)(vi);

(e)  ensure that each Group Company has, prior to Completion, executed a
     Deed of Indemnity and Release in favour of each of the directors,
     secretaries and public officers of the Company and the Group
     Companies (who is not continuing in office) and obtained any
     shareholder approvals required to enter into such Deed of Indemnity
     and Release by section 200E of the Corporations Act 2001 (Cth);

(f)  if required by the Purchaser, cause the revocation, with effect
     from Completion, of all authorities relating to bank accounts of
     the Group Companies;

(g)  subject to the Purchaser complying with its obligations in clause
     7.2:

     (i)     demand payment of and procure that the Group Companies repay all
             amounts owing under the Intercompany Obligations; and

     (ii)    deliver to the Purchaser evidence that each of the Intercompany
             Obligations has been discharged, in the form of a written
             confirmation signed, in each case, by the person to whom the
             obligation is owed that the full amount of the Intercompany
             Obligation has been repaid and satisfied in full;

(h)  subject to any consent which may be required from the Australian
     Securities and Investments Commission (which must be sought prior
     to Completion), use reasonable endeavours to cause the resignation
     of the auditors of the Group Companies with effect from Completion;
     and

(i)  do all other things necessary or desirable to transfer the Sale
     Shares, to complete any other transaction contemplated by this
     Agreement and to place the Purchaser in effective control of the
     Group Companies and the Business.

7.4  Inter-dependency

In respect of Completion:

(a)  the obligations of the parties in respect of Completion are
     inter-dependent;

(b)  all actions at Completion will be deemed to take place simultaneously on
     the Completion Date; and

(c)  the Purchaser need not complete the purchase of the Sale Shares unless the
     Vendor complies with all of its obligations under clause 7.3.

                                       44
<PAGE>

7.5  Purchaser non-compliance

(a)  If, for any reason the Purchaser fails to comply with
     any of its obligations under clause 7 on or before the
     Completion Date, the Vendor may (provided that it is
     able to proceed to Completion) at its absolute
     discretion:

     (i)     by Notice to the Purchaser's Representative, specify that
             Completion shall be deferred until the Deferred Completion Date
             specified in that Notice; or

     (ii)    give Notice to the Purchaser of its intention to terminate this
             Agreement 10 Business Days following receipt of that Notice by the
             Purchaser should Completion not occur within that period; or

     (iii)   proceed to Completion so far as it is practical to do so without
             affecting its rights under this Agreement including its rights to
             seek delivery and/or performance of those matters or obligations
             that were required to be delivered or performed on Completion.

(b)  If the Vendor gives Notice under clause 7.5(a)(i) or 7.5(a)(ii):

     (i)     the Purchaser must thereafter keep the Vendor apprised of progress
             toward achieving Completion; and

     (ii)    the Purchaser must give Notice not less than 3 Business Days before
             the expiry of the time period specified in the Notice under
             clause 7.5(a)(i) or clause 7.5(a)(ii) advising that if it is able
             to comply with the provisions of this clause 7 in which event,
             despite the provisions of clause 7.5(a)(i) or clause 7.5(a)(ii), as
             applicable, Completion shall occur on the date that is 3 Business
             Days after the date of delivery of the Notice under this
             clause 7.5(b)(ii).

(c)  If:

     (i)     the Purchaser does not give notice under clause 7.5(b)(ii); or

     (ii)    both:

             (A)  Completion does not occur within the period specified
                  in the Notice given under clause 7.5(a)(ii); and

             (B)  the Vendor has not withdrawn the Notice,

     the Vendor may at any time thereafter terminate this Agreement by further
     Notice to the Purchaser.

                                       45
<PAGE>

7.6  Vendor non-compliance

(a)  If, for any reason the Vendor fails to comply with any of its obligations
     under clause 7 on or before the Completion Date, the Purchaser may
     (provided that it is able to proceed to Completion) at its absolute
     discretion:

     (i)     by Notice to the Vendor, specify that Completion shall be deferred
             until the Deferred Completion Date specified in that Notice; or

     (ii)    give Notice to the Vendor of its intention to terminate this
             Agreement 10 Business Days following receipt of that Notice by the
             Vendor should Completion not occur within that period; or

     (iii)   proceed to Completion so far as it is practical to do so without
             affecting its rights under this Agreement including its rights to
             seek delivery and/or performance of those matters or obligations
             that were required to be delivered or performed on Completion.

(b)  If the Purchaser gives Notice under clause 7.6(a)(i) or 7.6(a)(ii):

     (i)     the Vendor must thereafter keep the Purchaser apprised of progress
             toward achieving Completion; and

     (ii)    the Vendor must give Notice not less than 3 Business Days before
             the expiry of the time period specified in the Notice under
             clause 7.6(c)(i) or clause 7.6(a)(ii) advising that it is able to
             comply with the provisions of this clause 7, in which event,
             despite the provisions of clause 7.6(a)(i) or clause 7.6(a)(ii), as
             applicable, Completion shall occur on the date that is 3 Business
             Days after the date of delivery of the Notice under this
             clause 7.6(b)(ii).

(c)  If:

     (i)     the Vendor does not give notice under clause 7.6(b)(ii); or

     (ii)    both:

             (A)  Completion does not occur within the period specified in a
                  Notice given under clause 7.6(b)(ii); and

             (B)  the Purchaser has not withdrawn the Notice,

     the Purchaser may at any time thereafter terminate this Agreement
     by further Notice to the Vendor.

                                       46
<PAGE>

7.7  Deferred Completion

If a party elects to defer Completion under clause 7.5(a)(i) or 7.6(a)(i) then:

(a)  Completion shall take place on the date specified in clause 7.5(b)(ii) or
     clause 7.6(b)(ii), as applicable;

(b)  the provisions of this clause 7 shall apply in respect of that Completion
     Date; and

(c)  if deferral of Completion was pursuant to clause 7.5(b), the Purchaser must
     on Completion, in addition to any other payment obligations under this
     Agreement, pay to the Vendor the Payment Amount Interest due on that date.

7.8  Payment Amount Interest

The Payment Amount Interest shall be calculated as interest on the Equity Value
at the Late Completion Interest Rate accruing on a daily basis each day between
the date originally scheduled for Completion and any Deferred Completion Date
under clause 7.5(b)(ii).

7.9  Either party may terminate

Despite any other clause of this Agreement, if Completion has not occurred by
the End Date and, on that date a party is not in default of its obligations
under this Agreement, that party may, by Notice to the other, terminate this
Agreement and the provisions of clause 7.11 shall apply.

7.10  Failure to complete

(a)   If the Vendor terminates this Agreement following breach by the
      Purchaser, then in addition to any other rights provided by law,
      the Vendor has the right to recover the full amount of the Losses
      suffered by the Vendor as a result of the failure to complete.

(b)   If the Purchaser terminates this Agreement following breach by the
      Vendor, then in addition to any other rights provided by law, the
      Purchaser has the right to recover the full amount of the Losses
      suffered by the Purchaser as a result of the failure to complete.

(c)   For the purposes of determining the Losses referred to in clause
      7.10(a), the parties acknowledge and agree that, having regard to
      the loss and/or damage suffered or which may be suffered to the
      Group Companies and the Business and the goodwill of the Group
      Companies or the Vendor as a consequence of the Purchaser's breach,
      the Vendor has no obligation to market, attempt to sell or sell the
      Sale Shares.

                                       47
<PAGE>

7.11  After Termination

If this Agreement is terminated for any reason, in addition to any other rights
provided by law, the following applies:

(a)   each party is released from its obligations under this Agreement other
      than clauses 7.10 and 14; and

(b)   each party retains the rights and remedies it has against any other
      party in respect of any breach of this Agreement existing at that
      time.
--------------------------------------------------------------------------------
8.   Purchase Price Adjustment
-------------------------------------------------------------------------------
8.1  Adjustment Amount

The Adjustment Amount is:

(a) the net aggregate amount of the Adjustment Items as at the Adjustment Cut
Off as set out in the Completion Statement; MINUS

(b) the net aggregate amount of the Adjustment Items as at the Accounts Date,
being the total of the Accounts Date Balances,

as determined in accordance with Schedule 4 and this clause 8.

8.2  Completion Statement

(a)  The Vendor must ensure that, within 25 Business Days after Completion:

     (i)    the Completion Statement is prepared by the Vendor's Accountant in
            accordance with the Accounting Standards but subject to the
            Accounting Principles; and

     (ii)   the Completion Statement includes the calculation of the Adjustment
            Amount and the Purchase Price.

(b)  The Vendor must, immediately following the preparation of the Completion
     Statement under clause 8.2(a), deliver to the Purchaser the following
     documents:

     (i)    a copy of the Completion Statement; and

     (ii)   a certificate stating that, in the Vendor's Accountant's opinion,
            the Completion Statement have been prepared, and the Adjustment
            Amount and the Purchase Price have been calculated, in accordance
            with the requirements of this Agreement.

                                       48
<PAGE>

(c)  The Purchaser must provide the Vendor and the Vendor's Accountant
     with access to all Assets, employees of the Group Companies and
     Books and Records as are required in order to prepare the Completion
     Statement and calculate the Adjustment Amount and the Purchase
     Price.

(d)  The Vendor must use all reasonable endeavours to procure access for
     the Purchaser and the Purchaser's Accountant to the Vendor's
     Accountant, its working papers and other materials used in or
     compiled during the preparation of the Completion Statement and its
     personnel for a period of 15 Business Days following delivery of the
     Completion Statement and other documents under clause 8.2(b).

(e)  The cost of preparing the Completion Statement will be borne equally
     by the Purchaser and the Vendor.

8.3  Dispute

(a)  If, following provision of the documents referred to in clause 8.2(b), the
     Purchaser disputes the correctness of the Completion Statement and/or the
     calculation of the Adjustment Amount and/or the Adjustment Items and the
     Purchase Price, it may, within 15 Business Days of provision of the
     documents referred to under clause 8.2(b), issue a Notice to the Vendor
     (an Accounts Dispute Notice) setting out in reasonable detail the items
     and amounts in dispute and the basis of the dispute.

(b)  The Vendor and the Purchaser must negotiate in good faith to resolve any
     dispute  within 10 Business Days after the issue of an Accounts Dispute
     Notice.

(c)  If the dispute is not resolved under 8.3(b), either the Vendor or the
     Purchaser may refer the matters in dispute to the Expert for determination
     under clause 8.4.

8.4  Dispute Resolution

(a)  If this clause applies, the Vendor and the Purchaser must appoint an
     independent expert, who shall be a partner (with utilities experience)
     from an independent accounting firm selected by agreement between the
     Vendor and the Purchaser or, failing agreement within 5 Business Days of
     this clause commencing to apply, as selected from an independent accounting
     firm by the  President of the Institute of Chartered Accountants of
     Australia (Expert).

(b)  The Vendor and the Purchaser shall appoint the Expert to determine any
     dispute that has not been resolved with respect to the Completion Statement
     and/or the calculation of the Adjustment Amount and the Purchase Price.

                                       49
<PAGE>

(c)  The Expert must be directed by the Vendor and the Purchaser to settle any
     matter in dispute within 20 Business Days of the Expert's appointment by:

     (i)    applying the requirements of this Agreement (including, without
            limitation, the provisions of clause 8.1) to the preparation of the
            Completion Statement and the calculation of the Adjustment Amount
            and the Purchase Price;

     (ii)   having regard to any written submissions made to the Expert by the
            Vendor or the Purchaser or their representatives within 10 Business
            Days of the appointment of the Expert;

     (iii)  making such enquiries or inspections as the Expert considers in his
            or her absolute discretion to be necessary (with the Expert having
            the same right of access to all working papers and personnel as the
            Purchaser); and

     (iv)   determining the form and content of the Completion Statement, the
            amounts of the Adjustment Amount and the Purchase Price and
            providing notice of his or her determination in writing (together
            with reasons) to all parties.

(i)  The determination by the Expert of:

     (i)    the manner in which the determination will take place, the nature
            and scope of the submissions able to be made by the parties and the
            rules and timeframe generally for the determination and the
            submissions; and

     (ii)   the matters in dispute, the form and content of the Completion
            Statement and the amounts of the Adjustment Amount and the Purchase
            Price,

     will (in the absence of manifest error) be final and binding on the
     parties.

(j)  In making its determination the Expert will act as an expert and not as an
     arbitrator.

(k)  The costs of the Expert shall be borne by the parties in accordance with
     the Expert's determination.
--------------------------------------------------------------------------------
9.   Post Completion Matters
--------------------------------------------------------------------------------
9.1  Marks and Names

a)   The Purchaser and Purchaser's Guarantor acknowledge and agree that the
     TXU Marks and all rights to the use of the TXU Marks belong to the Vendor
     or Vendor's Affiliates. Vendor agrees that the Purchaser and Purchaser's
     Affiliates will be permitted to continue to use the TXU Marks in accordance
     herewith in connection with the operations of the business by Purchaser and
     the relevant Group Companies for a period of 12 months following

                                       50
<PAGE>

     Completion. Purchaser and Vendor agree that the agreement referred to in
     clause 9.10 to be entered into by the parties on the Closing Date will
     include customary terms and conditions (except that Purchaser may use such
     marks at no cost) relating to the use of the TXU Marks by the Purchaser
     after Completion. Upon the expiration of such 12 month period, Purchaser
     will cease, and will cause to cease, all use of the TXU Marks in connection
     with its business.

(b)  Without limiting the generality of the foregoing, the Purchaser must:

    (i)     procure that, from the day that is 12 months after Completion, the
            Purchaser and all other Purchaser Affiliates and the relevant Group
            Companies do not use or display the TXU Marks in any document,
            electronic media or other publication given to a third party; and

    (ii)    procure that, from the day that is 12 months after Completion, the
            Purchaser and all other Purchaser Affiliates and the relevant Group
            Companies do not use or display the TXU Marks in any manner
            whatsoever,

     If Purchaser sells a substantial portion of the Business after completion,
     the new purchaser shall have the right to utilize any remaining or
     unexpired period of time under (i) and (ii) above, provided that such
     purchaser agrees to be bound by the terms of this clause 9.

(c)  The Purchaser shall not be deemed to have violated clause 9.1(a) by
     reason of

     (i)    the appearance of the TXU Marks in or on any tools, dies,
            equipment, engineering/manufacturing drawings, manuals, work
            sheets, operating procedures, other written materials or other
            Assets that are used for internal purposes only in connection with
            the Business;

     (ii)   the appearance of the TXU Marks in or on any third party's
            publications, marketing materials, brochures, instruction sheets,
            equipment or products that the Vendor distributed in the ordinary
            course of business or pursuant to an agreement prior to Completion,
            and that generally are in the public domain, or any other similar
            uses by any such third party over which the Purchaser has no
            control; or

     (iii)  the use by the Purchaser of the TXU Marks in a non-trademark manner
            for purposes of conveying to customers or the general public that
            the name of a Group Company and/or the Business has changed or the
            change in ownership or historical origins of the Business.

(d)  If the Purchaser has failed to comply with clause 9.1(a), the Vendor may
     (at the Purchaser's cost and expense) take such action as may be necessary
     to ensure compliance by the Purchaser and all other Purchaser Affiliates
     and the relevant Group Company with clause 9.1(a).

                                       51
<PAGE>

(e)  The Purchaser shall:

     (i)    transfer to any person nominated by the Vendor any trade marks
            which include the names "Texas Utilities", "TU", "TXU Australia",
            "TU Australia" or "TXU";

     (ii)   make all necessary filings with the relevant Government Agency for
            the transfer of any trade marks under paragraph 9.2; and

     (iii)  not disparage, libel, slander or cause intentional commercial harm
            or dilute to any of the business names, trade marks, and internet
            domain names of any of the Vendor or any Group Company used in the
            Business.

(f)  Neither the Vendor nor any Vendor Affiliate shall, following Completion,
     use the name of any Group Company in Australia; provided, however, except
     during the first 12 months after Completion (provided that Purchaser
     remains in compliance with this clause 9.1), nothing herein shall impair or
     restrict the Vendor's right to use TXU Marks (except "TXU Australia" and
     "TU Australia"), or any other business name, trademark, or trade name of
     any Vendor Group Company.

9.2  Change of Names of Group Companies

(g)  The Purchaser must file with the relevant Government Agency, the
     resolutions delivered to it by the Vendor under clause 7.3(b)(vii)
     immediately following Completion.

(h)  The Purchaser must ensure that each Group Company does not include
     the names "Texas Utilities", "TXU Australia" or any variation or
     imitation of that name or the initials "TXU", in its company name,
     on and from the change of name of each Group Company following
     filing of the relevant resolutions under clause 9.2(a).

9.3  Excluded Books and Records

(a)  The Vendor may retain the Excluded Books and Records and the
     Purchaser shall procure that the Group Companies deliver to the
     Vendor all Excluded Books and Records in their possession as soon
     as possible following Completion.

(b)  If for any reason the Purchaser requires access to or copies of any
     Excluded Book or Record, the Vendor must provide that access or
     copy unless it would be unreasonable in all the circumstances to
     expect that the Vendor would do so or if the giving of access or
     the delivery of any such material would result in the Vendor losing
     any legal rights or privilege in respect of the relevant Excluded
     Book or Record and for these purposes the Vendor may delete such
     material from the Excluded Books and Records before providing
     access.

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9.4  Access to Books & Records

Until the later to occur of:

(a)  the date that is 7 years after 31 December of the year in which Completion
     occurs; and

(b)  the expiry of any statutory limitation period applicable to the Vendor or
     any Vendor Affiliate in respect of Tax matters relating to their ownership
     of any Group Company,

the Purchaser must:

(c)  give, and must procure that each Purchaser Affiliate gives to the
     Vendor (or any Vendor Affiliate as the Vendor may reasonably
     designate) and their accountants and advisers, reasonable access
     to, and, at the Vendor's cost, copies of, all Books and Records up
     to the Completion Date, for the year in which the Completion Date
     occurs and for all prior periods, in their respective possession or
     control as required for the purposes of preparing the financial
     statements or Tax returns of the Vendor or any Vendor Affiliate,
     for the purposes of any audit, litigation or other proceeding
     related to Tax in which the Vendor or any Vendor Affiliate is
     involved and any other legitimate and reasonable purposes; and

(d)  procure that none of the Books and Records is destroyed or disposed
     of without the prior written consent of the Vendor.

9.5  Co-operation and assistance with Claims

The Purchaser must provide, and must procure that each Purchaser Affiliate
provides (in each case at the Vendor's cost) the Vendor and any Vendor
Affiliate, from time to time, with all cooperation and assistance as may be
reasonably requested by any one or more of them in connection with the review,
investigation or defence of any matter in relation to Third Party Claims
(whether pending or threatened) that are not Insurance Claims, in connection
with the Group Companies or the Business provided that the Purchaser is not
obliged to undertake an act if to do so would materially prejudice the Purchaser
or any Group Company.

9.6  Vendor's Financial Statements

After Completion, the Purchaser must provide, and it must procure that each
Purchaser Affiliate provides (in every case at the Vendor's cost) the Vendor (or
any other Vendor Affiliate as the Vendor may reasonably designate) with:

(a)  such information and the services of such relevant employees as it
     reasonably requests and as is necessary for the purposes of
     preparing the financial statements and Tax Returns of the Vendor or

                                       53
<PAGE>

     any Vendor Affiliate in respect of any period which includes the
     Completion Date or any prior period in accordance with the
     reporting requirements and timetable of the Vendor or the relevant
     Vendor Affiliate and for the purposes of any audit, litigation or
     other proceeding related to Tax in which the Vendor or any Vendor
     Affiliate is involved; and

(b)  all other assistance as the Vendor or the relevant Vendor Affiliate
     reasonably requires for those purposes.

9.7  Purchaser's Financial Statements

After Completion, the Vendor must provide, and it must procure that each Vendor
Affiliate provides (in every case at the Purchaser's cost) the Purchaser (or any
other Purchaser Affiliate as the Purchaser may reasonably designate) with:

(a)  such information and the services of such relevant employees as it
     reasonably requests and as is necessary for the purposes of preparing the
     financial statements and Tax Returns of the Purchaser or any Group Company
     in respect of any period which includes the Completion Date or any
     subsequent period in accordance with the reporting requirements and
     timetable of the Purchaser or the relevant Group Company and for the
     purposes of any audit, litigation or other proceeding related to Tax in
     which the Purchaser or any Group Company is involved; and

(b)  all other assistance as the Purchaser or the relevant Group Company
     reasonably requires for those purposes.

9.8  Outgoing Directors

The Purchaser acknowledges the entry into the Deeds of Indemnity and Release by
the Group Companies under clause 7.3(e);

9.9  Separation matters

The parties acknowledge that a limited number of the software licences of the
Business are licences of the Vendor Group (including the Siebel and SeeBeyond
software licences).

The Vendor shall provide all reasonable assistance to the Purchaser for the
separation of the any software licences or other information technology assets
of the Business from the Vendor Group at Completion.

9.10 Transitional services

If reasonably required by the Purchaser, and subject to the negotiation of the
commercial terms of a transitional services agreement with an Affiliate of
Vendor, the Vendor agrees that it will cause its Affiliates to provide, such
services as may be reasonably required by the Purchaser or any Group Company in

                                       54
<PAGE>

order to facilitate the transition of the administration and management of the
Business in the period immediately following Completion. The parties agree to
act in good faith in negotiating the commercial terms of any transitional
services agreement.

--------------------------------------------------------------------------------
10.  Insurance
--------------------------------------------------------------------------------
10.1 Insurance post-Completion

The Purchaser acknowledges that the Group Companies will cease to be covered by
the Global Insurance Program on and from Completion and that the Purchaser has
responsibility for implementing and maintaining all insurances for the Group
Companies on and from Completion.

10.2 Existing insurance claims

On and from Completion, the Purchaser will comply, and will procure that each
Group Company complies, with the following provisions in relation to the conduct
of any Insurance Claims:

(a)  the Purchaser shall have conduct of the Insurance Claims and shall conduct
     the same in accordance with customary practices and in accordance with any
     reasonable requirements of the Vendor, recognising that Insurance Claims
     are being made under policies of insurance that continue to apply for the
     benefit of the Vendor Group and which might be prejudiced by the conduct
     of the Purchaser;

(b)  the Purchaser will bear all costs or expenses, including deductibles and
     self insured retentions, in connection with the  Insurance Claims; and

(c)  subject to the foregoing, the Vendor shall give to the Purchaser all
     assistance reasonably requested by the Purchaser in connection with the
     Insurance Claims.

10.3 Proceeds of Insurance Claims

The Purchaser shall be entitled to retain any proceeds it receives in respect of
an Insurance Claim.
--------------------------------------------------------------------------------
11.  Warranties
--------------------------------------------------------------------------------
11.1 Warranties by Vendor

(a)  Subject to the provisions of this clause 11, the Vendor warrants to
     the Purchaser that each statement contained in Schedule 1 is true,
     accurate and not misleading as at the date of this Agreement.

                                       55
<PAGE>

(b)  If any amount becomes due and payable by the Vendor in respect of a
     Claim under this clause 11, that amount shall be treated as a
     reduction in the Purchase Price paid or payable by the Purchaser
     unless directed by the Purchaser otherwise.

11.2 Repetition of Warranties

The provisions of clause 11.1 are deemed to be repeated at the Completion Date.

11.3 Knowledge

Any reference to the knowledge and belief or awareness of the Vendor in this
Agreement (including in respect of any Warranty) means (and is limited to) the
actual knowledge of and to matters of which the following persons ought
reasonably have been aware:

(a)  Steven Philley, Chief Executive Officer;

(b)  Charlie Elias, Chief Financial Officer; and

(c)  Leonard Gill, General Manager, Portfolio Management,

after making all reasonable enquiries of the general managers of the Group
Companies at the date of this Agreement and at Completion.

11.4 No Reliance by Purchaser on Other Matters

The Purchaser acknowledges and warrants to the Vendor as at the date of this
Agreement that, in accepting the transfer of the Sale Shares, except for the
Warranties, it has:

(a)  relied on its own investigations and assessments including its own
     enquiries into the Group Companies and the Business; and

(b)  not relied on any information, representations or warranties
     (written or oral) or any description supplied or given by the
     Vendor about the Sale Shares whether as to their value or amount,
     or otherwise.

11.5 Excluded Representations

The Vendor is not liable to the Purchaser for any Claim arising from or about an
Excluded Representation except in respect of fraud, wilful default or negligence
and no Excluded Representation shall form the basis of any warranty, undertaking
or agreement.

11.6 Statutory Actions

Other than to the extent that it relates to or arises from circumstances which
would constitute a breach of a Warranty, to the extent permitted by law, the
Purchaser agrees not to make, and waives any right it may have to make, any
claim against the Vendor, or any of its officers, employees, agents or advisers,
or the officers, employees, agents or advisors of any Group Company under :

                                       56
<PAGE>

(a)  Section 52 of TPA, section 12DA of the Australian Securities and
     Investments Commission Act 2001 (Cth), or under section 1041E of
     the Corporations Act 2001 (Cth) or any corresponding or similar
     provision of any Australian state or territory legislation; or

(b)  any similar provision of any law in any other relevant jurisdiction.

11.7 General Limitations on Claims

The Purchaser will not be entitled to make any Claim in respect of, and
acknowledges the Warranties are given subject to, all matters:

(a)  disclosed in the Disclosures, the Accounts or this Agreement;

(b)  which the Purchaser or its directors, officers, employees, agents,
     or advisers are aware of as of the date of the Agreement; or

(c)  which is generally known to existing participants in the energy
     industry in Australia as of the date of the Agreement.

This clause 11.7 shall not apply to any Claim in respect of US and UK Tax
Matters and US and UK Warranties.

11.8 Limitations on the Extent of Claims

Notwithstanding any other provision of this Agreement, no liability shall attach
to the Vendor in respect of any Claim (including any Claim under any indemnity
in this Agreement) to the extent that:

(a)  any provision, note, accrual, liability, write-down or adjustment
     about the matter concerned is taken into account in the Accounts or
     results in a reduction of the Purchase Price due to its inclusion
     in the Completion Statement;

(b)  such Claim is contingent only, unless and until such liability
     becomes an actual liability and becomes due and payable; or

(c)  such Claim (other than a Claim arising from US or UK Tax Matters)
     arises from the enactment, reinterpretation or amendment of any law
     or Accounting Standards after the date of this Agreement.

                                       57
<PAGE>

11.9  Minimum Limit on Claims

Notwithstanding any other provision of this Agreement, except with respect to
Claims for US and UK Tax Matters and Claims for breach of warranty arising out
of Title Warranties and US and UK Warranties:

(a)   the Vendor shall not be liable to the Purchaser for any Claim with
      respect to a matter unless the amount of the Claim (or a series of
      similar Claims relating to substantially the same matter or issue)
      exceeds $1,000,000; and

(b)   the Vendor shall not be liable to the Purchaser for any such Claim
      unless and until the aggregate amount of all Claims for which it
      would, in the absence of this provision, be liable exceeds
      $5,000,000 and, in each case, the Vendor will only be liable for
      the excess over $5,000,000.

11.10 Maximum Limit

The Vendor's maximum aggregate liability to the Purchaser for Claims for breach
of warranty (including, without limitation, liability in relation to a Warranty
and any Claims under any indemnities herein) under this Agreement is limited to:

(a)   in relation to all Claims for breach of the Title Warranties - an amount
      that is not limited;

(b)   in relation to all Claims in respect of US or UK Tax Matters and for
      breach of the US and UK  Warranties  - an amount that is  not limited;

(c)   in relation to all Claims for breach of the Warranties set out in
      clause 14 of Schedule 1 - in an amount that is not limited;

(d)   in relation to all other Claims - $500,000,000.

11.11 Time Limit for Claims

(a)    No Claim by the Purchaser in respect of any breach of the Warranties will
       be capable of being made unless Notice in writing of the Claim,
       incorporating a statement setting out in reasonable detail the grounds
       on which the Claim is based, has been given by the Purchaser to the
       Vendor not later than:

       (i)   4 years for Tax Warranties other than US Tax Warranties and UK Tax
             Warranties;

       (ii)  the appropriate statute of limitations period plus 90 days for US
             Warranties, UK Warranties, US Tax Matters and UK Tax Matters
             (including, for the avoidance of doubt, US Tax Warranties and UK
             Tax Warranties);

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<PAGE>

       (iii) 4 years for Warranties set out in clause 10 of Schedule 1; and

       (iv)  15 months for all other Warranties,

       in each case, from the Completion Date.

(b)    Unless clause 11.12 applies, any Claim notified under clause
       11.11(a) shall, if it has not been previously satisfied, settled or
       withdrawn, be deemed to be withdrawn at the end of 12 months from
       the date of Notice of such Claim unless legal proceedings have been
       commenced by the issue and service of proceedings against the
       Vendor.

11.12  Third Party Recovery

(a)    If any Group Company is entitled to recover any sum (whether by
       payment, discount, credit or otherwise) from any third party in
       relation to any matter about which a Claim could be made against the
       Vendor by the Purchaser, the Vendor is not liable to the Purchaser
       for that Claim until:

       (i)  the Group Company makes a demand against that third party and
            diligently pursues that demand to obtain an appropriate remedy /
            settlement for that demand before making any Claim, and any sum
            recovered (net of the costs of recovery) will reduce the amount of
            that Claim; or

      (ii)  the Group Company assigns to the Vendor the benefit of any debts,
            claims or other choses-in-action for which and to the extent that
            the Vendor has satisfied a Claim by the Purchaser against the
            Vendor.

(b)   Where breach of any of the Warranties is in respect of a matter
      where the Group Companies are insured against any loss or damage,
      the Purchaser shall not make any Claim against the Vendor under the
      Warranties without first claiming against its insurers (or procuring
      that the Group Company claims against its insurers) for such loss or
      damage suffered, and thereafter any Claim against the Vendor shall
      be limited to the amount by which the amount of the loss or damage
      suffered by the Purchaser as a result of such breach exceeds the
      amount paid by those insurers to the Group Companies.

(c)   The benefits of this Agreement shall not inure to the benefit of any
      insurer either by way of subrogation or otherwise.

11.13 Right to reimbursement

If any payment becomes due from the Vendor under any Claim and the Purchaser or
any Group Company, at some subsequent date, becomes entitled to recover from any
person (including any Government Agency), any sum in respect of the liability
that has resulted in that payment becoming due from the Vendor, the Purchaser
shall:

(a)   promptly notify the Vendor of the entitlement;

                                       59
<PAGE>

(b)   if so required by the Vendor take all appropriate steps, at the
      Vendor's cost, to enforce that recovery (keeping the Vendor fully
      informed of any action taken); and

(c)   if the Purchaser or any Group Company recovers that sum and the Vendor
      has made a payment in cleared funds in respect of the liability in
      question, immediately account (or procure that the relevant Group Company
      accounts) to the Vendor for whichever is the lesser of:

      (i)  any sum recovered in respect of that liability (including any
           interest or repayment supplement paid by the person but after
           deduction of any Tax payable in respect of the receipt of that sum);
           and

      (ii) the amount paid by the Vendor in respect of that liability.

11.14 Right to Control Proceedings for Third Party Claims

(a)   The Purchaser shall give to the Vendor a Third Party Claim Notice within
      2 months after it becomes aware of the existence of  the Third Party
      Claim and that it may constitute a Third Party Claim.

(b)   Provided the Vendor has agreed to fully indemnify the Purchaser and
      any Group Company for all costs, damages or expenses in respect of
      the relevant Claim, the Vendor may by Notice to the Purchaser given
      within 10 Business Days after its receipt of a Third Party Claim
      Notice, elect to:

      (i)   take over the conduct of a Third Party Claim; and

      (ii)  take such actions as the Vendor may decide, including the right to
            negotiate, defend and/or settle the Third Party Claim and to
            recover costs incurred as a consequence of the Third Party Claim
            from any person provided that the Purchaser is not obliged to
            undertake any act or enter into any settlement if to do so would
            prejudice the Purchaser in any way.

(c)   Where the Vendor gives an election under clause 11.14(b), the
      Vendor must pay the costs of the Third Party Claim, except that the
      Purchaser must pay to the Vendor any costs recovered by the
      Purchaser or any Group Company in connection with the Third Party
      Claim net of any Tax payable in respect of the receipt of that sum,
      immediately upon receipt of that money by the Purchaser or the
      Group Companies.

(d)   The Purchaser must provide to the Vendor (at the Vendor's cost) all
      assistance (and procure that the Group Companies provide all
      assistance) reasonably requested by the Vendor in connection with
      any Third Party Claims, including:

      (i)   the execution of necessary or appropriate documents; and

      (ii)  the supply of relevant information, books and records promptly upon
            request.

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<PAGE>

(e)   If the Purchaser gives the Vendor a Third Party Claim Notice under
      clause 11.14(a) and the Vendor does not elect to take over the
      control of any Third Party Claim under clause 11.14(b), the
      following provisions will apply to that Third Party Claim:

      (i)    the Purchaser must at reasonable intervals provide the Vendor with
             written reports concerning the conduct, negotiation, control,
             defence and/or settlement of the Third Party Claim;

      (ii)   the Purchaser must notify the Vendor of any Offer and consult the
             Vendor concerning the terms of any Offer;

      (iii)  the Purchaser must comply with all reasonable requests made by the
             Vendor about the negotiation, settlement and/or defence of that
             Third Party Claim provided that in doing so the Purchaser is not
             prejudiced in any way:

      (iv)   if the Purchaser fails to comply with its obligations contained in
             this clause 11.14 and that failure materially prejudices the rights
             or the ability of the Vendor to defend the Third Party Claim or
             mitigate its Loss under the Third Party Claim, the Vendor will
             cease to have any Liability to the Purchaser in respect of that
             Claim; and

      (v)    subject to the Purchaser not being obliged to act in a manner that
             prejudices it in any way, if the Vendor has requested in writing
             that the Purchaser accept (or procure that any Group Company
             accepts) any Offer and the Purchaser does not accept (or does not
             procure the acceptance by any Group Company of) that Offer, the
             maximum liability of the Vendor (if any) to the Purchaser for that
             Third Party Claim will be the amount of the Offer.

(f)   Until such time as the Vendor makes (or is given the opportunity to
      make) an election under clause 11.14(b), the Purchaser must not and
      must not allow any Group Company to accept, compromise or pay any
      claim or demand or agree to arbitrate, compromise or settle any
      legal proceedings which may lead to liability on the part of the
      Vendor under any Third Party Claim.

11.15 Reduction in amount payable by Vendor due to a Tax effect

The amount payable by the Vendor to the Purchaser for a breach of a Warranty
under this Agreement will be reduced if:

(a)   the Purchaser or any Group Company incurs expenditure or suffers a
      Loss in connection with that breach or the matter which gives rise
      to that breach; and

(b)   the expenditure or Loss is an allowable deduction under the
      provisions of the 1936 Tax Act or 1997 Tax Act (or any equivalent
      legislation) or is included in determining the amount of any
      deductible loss. The amount of the reduction referred to in this
      clause will be equal to the amount of the expenditure or Loss to
      which the breach of Warranty relates multiplied by the statutory
      Tax rate applying to the Purchaser or the relevant Group Company in
      the year in which the expenditure or Loss is incurred.

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<PAGE>

11.16 Exclusive Remedies

The Purchaser covenants that, except for matters relating to fraud, deceit and
wilful misconduct, in respect of any matters under or contemplated in this
Agreement, it will not make any claim whatsoever against any member of the
Vendor Group (other than the Vendor under this Agreement) and its rights are
limited solely to such rights as it may have against the Vendor under this
Agreement.

11.17 Purchaser's and Purchaser's Guarantor's Warranties and Indemnities

(a)   The Purchaser warrants to the Vendor that each statement contained
      in Schedule 2 is true, accurate and not misleading as at the date
      of this Agreement. This warranty is deemed to be repeated on the
      Completion Date.

(b)   The Purchaser indemnifies the Vendor from all Liabilities and Losses
      which the Vendor suffers or incurs by reason of:

      (i) a claim arising out of any of the Purchaser's warranties being
          untrue or inaccurate in any respect; or

      (ii) a claim arising out of any failure by the Purchaser to fulfil
           its obligations under this Agreement.

11.18 Vendor's Indemnity

The Vendor indemnifies the Purchaser and any Group Company:

(a)   from all Liabilities and Losses which the Purchaser and any Group Company
      suffers or incurs by reason of:

      (i)   a Claim arising out of any of the Warranties being untrue or
            inaccurate in any respect;

      (ii)  a Claim arising out of any failure by the Vendor to fulfil its
            obligations under this Agreement; or

      (iii) any Claim by a Vendor Affiliate against a Group Company (other than
            a Claim expressly permitted under this Agreement);

                                       62
<PAGE>

      (iv)  any Claim arising out of the Liabilities, on an unconsolidated
            basis, of the Company prior to Completion (for avoidance of doubt,
            this indemnity does not apply to the Liabilities of any other Group
            Company); and

(b)   from all Third Party Claims in relation to or arising from:

      (i)   any matter which constitutes, or circumstances that constitute, a
            breach of any of the Warranties or other covenants and
            representations of the Vendor in this agreement;

      (ii)  any failure by the Vendor to fulfil their obligations under this
            agreement;

      (iii) the conduct or Liability of any other Vendor Affiliate at any time,
            including, but not limited to, the giving by LP1 and LP2, in their
            own capacity or in the capacity of limited partners of the TXU ALP
            of guarantees in relation to the migration of LP1 and LP2
            to Australia for tax purposes; or

      (iv)  Liabilities, on an unconsolidated basis, of the Company prior to
            Completion (for avoidance of doubt, this indemnity does not apply to
            the Liabilities of any other Group Company).

11.19 Tax Indemnity

The Vendor indemnifies the Purchaser and the Group Companies for Tax or
Liabilities which the Purchaser and/or any Group Company suffers or incurs by
reason of a Claim arising out of any of the Tax Warranties being untrue or
inaccurate in any respect.

11.20 Scope of Tax Indemnity

(a)   This clause applies to the extent that a Tax Liability under Clause 11.19
      relates to an event (an "Adjustment Event") that takes place prior to
      Completion and results in a Group Company either:

      (i)   deriving additional assessable income or incurring reduced allowable
            deductions under the 1997 Tax Act or the 1936 Tax Act (a 'Tax
            Adjustment'); or

      (ii)  breaching the same business test in Division 165 of the 1997 Tax Act
            or Section 80E of the 1936 Act.

(b)   The parties intend that the timing and amount of any Tax or Liability that
      arises in relation to an Adjustment Event shall take account the
      utilisation of the Carry Forward Losses by the Purchaser Group. In
      particular, the timing and amount payable by the Vendor to the Purchaser
      under clause 11.19 that relates to an Adjustment Event shall be determined
      according to the following principles:

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<PAGE>

      (i)   The Purchaser Group shall undertake its best endeavours to offset
            the Tax Adjustment against the Carry Forward Losses.

      (ii)  To the extent that either:

            (A)  the Tax Adjustment is offset against the Carry Forward Losses
                 and the Carry Forward Losses would otherwise have been
                 available to the Purchaser to be claimed as a deduction under
                 Tax Law; or

            (B)  the Carry Forward Losses are unavailable because the same
                 business test in Division 165 of the 1997 Tax Act or
                 Section 80E of the 1936 Act was failed,

            the timing and amount payable in respect to an Adjustment Event
            shall be determined by reference to the timing and amount of Carry
            Forward Losses utilized against the Tax Adjustment that would
            otherwise have been utilised by the Purchaser Group. For example,
            if there is a Tax Adjustment of $100 in respect of the 2000 tax
            year, and if the Tax Adjustment is offset by $100 of Carry Forward
            Losses, Vendor shall have no liability to the Purchaser with respect
            to the Tax Adjustment, but will be liable to the Purchaser with
            respect to Taxes paid by the Purchaser or any Group Company for the
            tax year in which the $100 of Carry Forward Losses would otherwise
            be utilized. For this purpose the $100 of Carry Forward Losses
            would be deemed to be otherwise utilized after the remaining Carry
            Forward Losses have been utilized.

      (iii) In the event the Vendor is required to make a payment to the
            Purchaser under clause 11.21, the parties shall cooperate with each
            other and each other's agents, including accounting firms and legal
            counsel, in determining the timing of the payment. The Purchaser
            will make available to the Vendor all information necessary for the
            Vendor to determine and verify the timing of any payment in
            accordance with these principles including, but not limited to
            evidence of the utilisation to date of the carry forward losses by
            the Vendor.

      (iv)  The Purchaser shall take no action to cancel the Carry Forward
            Losses under Section 707-145 of the 1997 Tax Act or otherwise cause
            the Carry Forward Losses to not be available to offset Tax
            Adjustments.

(c)   The Vendor shall not be liable to make any payment under clause 11.19 in
      respect of any amount to the extent that (except in the event of fraud or
      dishonesty on the part of the Vendor):

      (i)   an amount (less costs and expenses) has been recovered by the
            Purchaser or any Group Company in respect of the same subject
            matter (including any Tax benefit realized or to be realized by the
            Purchaser or any Group Company in any period after the Completion
            Date);

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<PAGE>

      (ii)  the Claim is for an amount provided for in the Accounts; or

      (iii) the Claim relates to a tax liability in respect of income earned or
            derived or deemed to have been earned or derived by the Purchaser
            or a Group Company at any time prior to the Completion Date or that
            may be assessed or levied as a result of any transaction, act
            matter or thing which took place or happened during the period
            commencing the from the Accounts Date that is included in the
            Completion Statement (including by reducing the Carry Forward
            Losses).

(d)   Any sum payable by the  Vendor to the Purchaser and the Group under
      clause  11.19  shall be paid free and clear of any deduction or
      withholding whatsoever.

(e)   If any deduction or withholding is required by law to be made from
      any payment by the Vendor under clause 11.19, or if the Purchaser
      is subject to Tax in respect of any such payment, the Vendor shall
      increase the amount of the payment by such additional amount as is
      necessary to ensure that the net amount received and retained by
      the Purchaser after taking account of all deductions or
      withholdings or Tax is equal to the amount which it would have
      received and retained had the payment in question not been subject
      to any deductions or withholdings or Tax.

(f)   In the event any Group Company declares to pay or pays a dividend
      from 1 January 2004 to Completion, the Vendor shall indemnify the
      Purchaser for any Loss relating to the Purchaser's subsequent
      election to consolidate for Australian tax purposes referable to
      Group Company's tax cost setting amount.

11.21 US Tax Indemnity

(a)   The Vendor shall indemnify, defend, save and hold harmless the
      Purchaser, any Group Company and any of their successors or assigns
      from and against any and all Taxes arising under any Tax Law of the
      United States or any state thereof or the District of Columbia (i)
      with respect to all periods ending on or prior to the Completion (a
      "Pre-Completion Period"), (ii) with respect to any period beginning
      before the Completion and ending after Completion (a "Straddle
      Period"), but only with respect to the portion of such period up to
      and including the date of Completion (such portion, a "Pre-Completion
      Partial Period," and the portion of such period that begins after the
      Completion, a "Post-Closing Partial Period") and with respect to the
      entire calendar year 2004 to the extent that such Taxes are U.S.
      federal income taxes.

(b)   Any Taxes arising under any Tax Law of the United States or any state
      thereof or the District of Columbia for a period including a
      Pre-Completion Partial Period and a Post-Completion Partial Period
      shall be apportioned between such Pre-Completion Partial Period and

                                       65
<PAGE>

      such Post-Completion Partial Period, based, in the case of real and
      personal property Taxes, on a per diem basis and, in the case of other
      Taxes, on the actual activities, taxable income or taxable loss of the
      applicable entity during such Pre-Completion Partial Period and such
      Post-Completion Partial Period.

(c)   The Vendor shall not be liable to make any payment under this clause
      11.21 in respect of any Tax Liability to the extent that (except in
      the event of fraud or dishonesty on the part of the Vendor):

      (i)   an amount (less costs and expenses) has been recovered by the
            Purchaser or any Group Company in respect of the same subject
            matter;

      (ii)  the Claim is for an amount provided for in the Accounts or in the
            Completion Statement;

      (iii) such Tax Liability would not have arisen but for a voluntary act,
            omission or transaction done, made or carried out by any one or
            more of the Purchaser and any Group Company after Completion
            otherwise than:

            (A) as required by law;

            (B) pursuant to a legally binding obligation or commitment
                created on or before Completion;

            (C) in the ordinary course of business of the Group as carried
                on immediately before Completion; or

            (D) as requested by or at the direction of the Vendor.

-------------------------------------------------------------------------------
12.   General Provisions Relating to Taxes
--------------------------------------------------------------------------------
12.1  U.S. Tax Matters

(a)   On the date of Completion, the Vendor shall furnish Purchaser an
      affidavit as described in Code Section 1445(b)(2) stating, under
      penalty of perjury, that the Vendor is not a foreign person within
      the meaning of Code Section 1445(f)(3) and providing to Purchaser
      the Vendor's United States taxpayer identification number.

b)    The Purchaser will not make an election under Section 338(g) of the
      Code (or any corresponding elections under state or local tax law) with
      respect to any Group Company unless requested by the Vendor. The Vendor
      may, in its sole discretion, request that the Purchaser make an election
      under Section 338(g) of the Code with respect to any Group Company, in
      which case the Purchaser shall make such election as requested by the
      Vendor. In the event an election under Section 338(g) of the Code is made

                                       66
<PAGE>

      for any Group Company pursuant to the request of the Vendor, the Purchaser
      and the Vendor shall (i) cooperate with each other to prepare and file all
      forms, and take all reasonable actions or refrain from taking any actions
      (as applicable) necessary to give effect to such election, and (ii) report
       the transactions contemplated by this Agreement consistent with
      any such election. The Vendor shall indemnify and hold harmless the
      Purchaser and the Group Companies for any Losses incurred in connection
      with making a 338(g) election or any other election requested by the
      Vendor pursuant to this clause 12.1(b).

(c)   The Vendor may, in its sole and absolute discretion, request that
      Purchaser elect, pursuant to Treasury Regulations Section 301.7701-3, to
      treat TXUA and any of its direct or indirect subsidiaries which are
      eligible to make such an election as a disregarded entity for United
      States federal income tax purposes with respect to any period after the
      Completion Date that begins on or prior to December 31, 2004. If requested
      by Vendor, Purchaser shall prepare and file IRS Form 8832, Entity
      Classification Election, together with any other information or
      documentation required by the Code or Treasury Regulations to
      validly elect disregarded entity treatment as requested by Vendor. The
      Vendor shall indemnify and hold harmless the Purchaser and the Group
      Companies for any Losses incurred in connection with filing an election
      required by the Vendor pursuant to this clause 12.1(c).

12.2  GST
(a)   All amounts referred to in this Agreement, unless otherwise stated,
      are exclusive of any GST.

(b)   A recipient of a taxable supply ('recipient') made under or in
      connection with this Agreement by another party to this Agreement
      ('supplier') must, in addition to paying the consideration for that
      taxable supply:

      (i)    pay to the supplier an amount equal to the consideration for that
             taxable supply but for the application of this paragraph (b) ('GST
             exclusive consideration') multiplied by the rate of GST prevailing
             on the date the taxable supply was made, without deduction or
             set-off of any other amount; and

      (ii)   make that payment as and when the GST exclusive consideration or
             part of it must be paid or provided, except that the recipient need
             not pay unless and until the recipient has received a tax invoice
             (or an adjustment note, as appropriate) in respect of that taxable
             supply.

(c)   Despite any other provision of this Agreement, if a party is
      required to reimburse or indemnify another party for any Loss (or
      part) that the other party has incurred or will incur in connection

                                       67
<PAGE>

      with this Agreement, then for the purposes of calculating the
      amount of the reimbursement or indemnification, the reference to
      the Loss in this Agreement is a reference to the Loss reduced by
      the amount of any input tax credit to which the other party (or, if
      the other party is a member of a GST group, the representative
      member of that GST group) is entitled in respect of that Loss.

(d)   Any term used in this clause 12.2 that is defined in the GST Law has the
      same meaning in this clause 12.2, as appropriate.

12.3  Income Tax Consolidation

(a)   With respect to the Group Companies, the Vendor confirms that:

      (i)  no election has been made or communicated to the
           Australian Taxation Office (ATO) at the date of this
           Agreement, and no election will be made or communicated
           to the ATO on or before the Completion Date to
           consolidate any consolidatable group or potential MEC
           group unless requested by the Purchaser in a form and
           in respect of a date nominated by the Purchaser;

     (ii)  no choices or elections will be made by any Group Company under
           Part 3-90 of the 1997 Tax Act on or before the Completion Date
           unless requested or directed to do so by the Purchaser; and

     (iii) if, prior to the Completion Date, the Purchaser directs or requests
           that a choice or election be made by a Group Company under Part 3-90
           of the 1997 Tax Act, the Vendor must procure that the Group Company
           make or prepare the choice or election in a form and manner
           which has been approved in writing by the Purchaser prior to the
           date the choice or election must be or is to be made under Part 3-90
           of the 1997 Tax Act;

(b)  With respect to the Group Companies, the Purchaser acknowledges that:

     (i)   if no election is validly made after the Completion Date specifying
           1 January 2004 as the relevant date for the formation of any
           Consolidated Group or MEC group, then Tax may be payable by some of
           the Group Companies in respect of the income years 30 June 2004 or
           30 June 2005 (or substituted accounting periods in lieu thereof);

     (ii)  the Vendor shall not be liable to make any payment to the Purchaser
           in respect of any Claim (including any Claim under the tax indemnity
           in clause 11.19) that relates in any way to Tax payable by any of the
           Group Companies in respect of the income years ended 30 June 2004 or
           30 June 2005 (or substituted accounting periods in lieu thereof)
           arising solely as a result of either:

                                       68
<PAGE>

                     no election being validly made specifying 1 January 2004
                     as the relevant date for the formation of any Consolidated
                     Group or MEC group, or

                     an election being validly made specifying a date for
                     formation of any Consolidated Group or MEC group other
                     than 1 January 2004,

     and will not be regarded as a liability for the purposes of determining
     adjustment under clause 8 of this Agreement.

(c)  Terms or expressions used in this clause that correspond to terms
     or expressions used in Part 3-90 of the 1997 Tax Act (Part 3-90),
     have the same meaning in this clause as they have for the purposes
     of Part 3-90.

12.4 Tax Returns

(a)  The Vendor must prepare and lodge, or must procure the preparation and
     lodgement of, any Tax Return for any Group Company in respect of any
     period ending on or prior to Completion which is due for lodgement with the
     relevant Government Agency on or prior to Completion.

(b   The Purchaser must prepare and lodge, or must procure the preparation and
     lodgement of, any Tax Return for any Group Company required to be lodged
     with the relevant Government Agency after Completion; provided however
     that Vendor shall prepare and lodge, or must procure the preparation and
     lodgement of, any Tax Return required to be lodged in the United Kingdom
     with respect to LP1 and LP2 relating to any tax period that ends on or
     prior to the Completion Date.

(c)  The Vendor will provide any information it holds and which is reasonably
     necessary to assist the Purchaser in relation to any Tax Returns required
     to be prepared by the Purchaser under paragraph (b) to the extent that
     such Tax Returns relate to income years prior to and including the
     Completion Date.

(d)  The Vendor must provide the Purchaser with any Tax Return (apart from a
     GST or a fringe benefits tax return and a consolidated return filed with
     a U.S. Government Agency), together with any supporting information, that
     the Vendor or Group Company is required to prepare and lodge under
     paragraph (a).

(e)  The Purchaser must provide the Vendor with any Tax Return, together with
     any supporting information, that the Purchaser is required to prepare and
     lodge under paragraph (b).

(f)  The Tax Returns (if any) that are required to be prepared and lodged by:

                                       69
<PAGE>

     (i)  the Vendor under paragraph (a), but only where the Tax Returns are
          due to be lodged with the relevant Government Agency on or after the
          date of this agreement; and/or

     (ii) the Purchaser under paragraph (b) relates to the year of income which
          ends on or before the Completion Date.

     must be provided to the relevant party ('Reviewing Party') prior to
     their due date for lodgement and the Reviewing Party will have the
     right to review any such Tax Return prior to their lodgement with
     the applicable Government Agency. Representatives of the Vendor and
     the Purchaser will meet at least 20 days prior to the due date for
     the lodgement of the Tax Returns to agree appropriate procedures
     for the lodgement and review of the Tax Returns to the Reviewing
     Party.

(g)  The Reviewing Party will have a period of no more than 7 Business Days
     from receipt of a Tax Return ('Review Period') provided under paragraph
     (d) or (e) in which to review the Tax Return and either advise the other
     party ('Lodging Party') that it agrees or disagrees with the Tax Return.
     If the Reviewing Party disagrees with the Tax Return, the Reviewing Party
     must provide the Lodging Party with written details of the specific
     items or aspects of disagreement before the end of the Review Period.

(h)  The Purchasers and the Vendors agree that Tax Returns provided pursuant to
     paragraphs (d) or (e) and (f) will be prepared (to the extent permitted
     by law and subject to clause 12.4(h)(ii) and (iii)) in accordance with the
     following agreed principles, to the extent that the principles are
     relevant:

     (i)   the Lodging Party will not knowingly take any action in preparing
           those Tax Returns that is inconsistent with the approach adopted in
           previous periods.

     (ii)  If the Purchaser or the Vendor cannot agree on the form or content
           or basis of preparation of a Tax Return required to be provided under
           paragraphs (d) or (e), either the Purchaser or the Vendor must refer
           the disagreement to an independent expert.

     (iii) The independent expert shall be a partner from an independent "big
           four" accounting firm selected by agreement between the Vendor and
           the Purchaser or, failing agreement within 5 Business Days of this
           clause commencing to apply, as selected from an independent
           "big four" accounting firm by the President of the Taxation
           Institute of Australia (the 'Tax Expert').

     (iv)  The Tax Expert must be directed by the Vendor and the Purchaser to
           settle any matter in dispute within 20 Business Days of the Tax
           Expert's appointment by having regard to any written submissions
           made to the Tax Expert by the Vendor or the Purchaser or their
           representatives within 10 Business Days of the appointment of the
           Tax Expert and making such enquiries or inspections as the Tax Expert
           considers in its absolute discretion to be necessary.

                                       70
<PAGE>

     (v)   The determination of the Tax Expert as to the matters in dispute will
           (in the absence of manifest error) be final and binding on the
           parties.

     (vi)  In making its determination the Tax Expert will act as an expert and
           not as an arbitrator.

     (vii) The costs of the Tax Expert shall be borne by the parties in
           accordance with the Expert's determination.

(i)  The Lodging Party must not lodge, or cause to be lodged, any Tax Returns
     provided in accordance with paragraphs (d) or (e) until:

     (i)  the Reviewing Party has agreed with the Tax Return; or

     (ii) the Tax Expert has made its determination and the Tax Return has been
          amended to accord with the Expert's determination.

(j)  Notwithstanding any other clauses of this Agreement, any interest, fine,
     penalty, charge, fee or any other amount imposed by a Government Agency as
     a result of a disagreement in respect of an Tax Return being referred
     to a Tax Expert shall be borne by the parties as determined by the
     Tax Expert.

(k)  The Purchaser will not file any amended return or other adjustment request
     in respect of Taxes relating to any Group Company for a tax period that
     includes or ends on or before the Completion Date without the Vendor's
     written consent, unless required under Tax Law.

(l)  The Vendor and the Purchaser agree that the Purchaser shall take such
     steps as are in its control to procure that:

     (i)  LP1 and LP2 (each a "Surrendering Company") make such surrender or
          allocation of any Tax loss for United Kingdom tax purposes to any
          company (the "Claimant Company") in the same group of companies for
          the purposes of any Tax as such Surrendering Company, as the Vendor
          may require (for no consideration payable by the Claimant Company or
          any member of the Vendor's group), where such surrender or allocation
          is in respect of any tax period ending on or prior to the Completion
          Date.  Where the Vendor requires any Surrendering Company to make
          a surrender or allocation of Tax losses, the Purchaser shall procure
          that Surrendering Company shall give all such consents, and do all
          such things, as the Vendor may reasonably request in writing to ensure
          that relief for such Tax loss is given against the profits of, or the
          liability to Tax of, the Claimant Company;

                                       71
<PAGE>

     (ii) no Surrendering Company shall alter or amend any claims or any other
          arrangements for the surrender or allocation of any Tax loss (or the
          terms thereof) made by the Vendor or any company in the same group of
          companies for the purposes of any Tax as the Vendor or any
          Surrendering Company in respect of any tax period ending on or prior
          to the Completion Date, whether or not the arrangements for, or the
          payments for, such claims, surrenders or allocations were made before,
          on or after Completion.
-------------------------------------------------------------------------------
13.  Purchaser Guarantee
-------------------------------------------------------------------------------
13.1 Purchaser's Guarantor acknowledges receiving consideration

The Purchaser's Guarantor gives the guarantee and indemnity contained in clauses
13.2 and 13.3 in consideration of the Vendor agreeing to enter into this
Agreement at the request of the Purchaser's Guarantor. The Purchaser's Guarantor
acknowledges the receipt of valuable consideration from the Vendor for the
Purchaser's Guarantor incurring obligations and giving rights under this clause
13.

13.2 Guarantee

The Purchaser's Guarantor unconditionally and irrevocably guarantees to the
Vendor the due and punctual performance and observance by the Purchaser of the
Purchaser's obligations under or in connection with this Agreement including any
agreement entered into pursuant to and in connection with this Agreement
(excluding any transitional services agreement entered into pursuant to clause
9.10) and including all obligations to pay money. If the Purchaser does not
comply with those obligations on time and in accordance with this Agreement,
then the Purchaser's Guarantor agrees to comply with those obligations when the
Vendor requests the Purchaser's Guarantor to do so.

13.3 Indemnity

As a separate undertaking, the Purchaser's Guarantor unconditionally and
irrevocably indemnifies the Vendor against all claims arising from or incurred
in connection with the Purchaser's breach or failure to comply with any of its
obligations under the Agreement including any agreement entered into pursuant to
in connection with this Agreement (excluding any transitional services agreement
entered into pursuant to clause 9.10) including a breach of the obligations to
pay money. It is not necessary for the Vendor to incur expense or make payment
before enforcing this right of indemnity.

13.4 Separate and principal obligations

The Purchaser's Guarantor agrees that the indemnity contained in clause 13.3 is
a separate and distinct obligation and will not be restrictively interpreted by
reason of the guarantee in clause 13.2. The Purchaser's Guarantor agrees that
its liability under this clause 13 is that of principal debtor.

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<PAGE>

13.5  No requirement to commence proceedings

The Purchaser's Guarantor waives any right it may have of first requiring the
Vendor to commence proceedings or enforce any other right against the Purchaser
or any other person before claiming under this clause 13.

13.6  Continuing securities

The guarantee and indemnity in clauses 13.2 and 13.3 and are a continuing
security, are not discharged by any one payment and will remain in full force
and effect until all of the obligations of the Purchaser under this Agreement
are satisfied in full.

13.7  Rights unaffected

The liabilities of the Purchaser's Guarantor under this clause 13 as a
guarantor, indemnifier or principal debtor and the rights of the Vendor under
this clause 13 are not affected by anything which might otherwise affect them at
law or in equity including, but not limited to, one or more of the following:

(a)   the Vendor granting time or other indulgence to, compounding or
      compromising with or releasing the Purchaser;

(b)   acquiescence, delay, acts, omissions or mistakes on the part of the
      Vendor;

(c)   any transfer of a right of the Vendor;

(d)   the termination, rescission, variation or assignment of this Agreement;

(e)   the invalidity of unenforceability of an obligation or liability of a
      person other than the Purchaser's Guarantor; or

(f)   the Purchaser's Guarantor not executing or not executing effectively this
      guarantee and indemnity.

13.8  Restrictions on Purchaser's Guarantor

Until all money payable to the Vendor in connection with this Agreement is paid
in full, the Purchaser's Guarantor must not, without the Vendor's prior written
approval:

(a)   claim to be entitled by way of contribution, indemnity, subrogation,
      marshalling or otherwise to the benefit of any security or guarantee held
      by the Vendor in connection with this Agreement;

                                       73
<PAGE>

(b)   make a claim or enforce a right against the Purchaser or its property; or

(c)   prove in competition with the Vendor if a liquidator, provisional
      liquidator, receiver, administrator or trustee in bankruptcy is
      appointed for the Purchaser or the Purchaser is otherwise unable to
      pay its debts when they fall due.

13.9  Void payments

If a claim that a payment to the Vendor in connection with this Agreement or
this clause 13 is void or voidable (including, but not limited to, a claim under
laws relating to liquidation, administration, insolvency, or protection of
creditors) is upheld, conceded or compromised, then the Vendor is entitled
immediately as against the Purchaser's Guarantor to the rights to which it would
have been entitled under this clause 13 if the payment had not occurred.

13.10  Vendor's Expenses

The Purchaser's Guarantor agrees to pay or reimburse the Vendor on demand for
the Vendor's costs, charges and expenses in making, enforcing and doing anything
in connection with this clause 13 including, but not limited to, reasonable
legal costs and expenses on a full indemnity basis. Money paid to the Vendor by
the Purchaser's Guarantor must be applied first against payment of costs,
charges and expenses under this clause 13.10 then against other obligations
under this clause 13.

13.11  Payment in gross

All money payable by the Purchaser's Guarantor under this clause 13 must be paid
in full without set-off or counterclaim and free and clear of any present or
future Tax, deduction or withholding of any kind.

13.12  No representations

The Purchaser's Guarantor agrees that it has not executed this Agreement as a
result of, by reason of, or in reliance upon, any warranty, representation or
information of any kind whatsoever, whether express or implied, given by or on
behalf of the Vendor, its Related Bodies Corporate or any of their respective
directors, officers, employees, agents or advisers.

13.13  Maximum Liability

Despite any other provision of this Agreement, the Purchaser's Guarantor's
liability under this clause will not exceed its liability had it been named as
the purchaser under this Agreement.

                                       74
<PAGE>
-------------------------------------------------------------------------------
14.   Confidentiality
-------------------------------------------------------------------------------
14.1  Confidentiality Deed

(a)   The Purchaser acknowledges and agrees in favour of the Vendor that
      the Confidentiality Deed shall, until Completion, bind the
      Purchaser as if it had been a party to the Confidentiality Deed.

(b)   The Confidentiality Deed shall terminate on Completion but such
      termination shall not affect the rights of any party under the
      Confidentiality Deed in respect of any past breach of the
      Confidentiality Deed.

14.2  Confidentiality

Subject to clause 14.3, no party may, without the prior written consent of the
other party, make any comment or public announcement of any nature concerning
the Agreement or any of the transactions contemplated by this Agreement or
otherwise disclose the entry by the parties into the Agreement or the content of
this Agreement.

14.3  Permitted disclosures/announcements

A party may make disclosures or announcements and shall be excused from the
obligations of confidentiality contained in clause 14.2 and 14.4:

(a)   in the form and on the terms previously agreed by the other party
      in writing;

(b)   to those of its employees, officers, professional, legal, accounting or
      financial advisers and bankers who need to know the disclosure or
      announcement to give effect to this Agreement but only to the extent that
      such person needs to know and on a strictly confidential basis; and

(c)   if the disclosing party believes in good faith, after consultation
      with counsel, such disclosure is required by law or the rules or
      regulations of a recognised stock exchange, in which case the
      disclosing party will use its reasonable efforts to notify the
      other parties of the form and terms of such disclosure, and if it
      is practical to do so, consider such party's comments prior to such
      disclosure if timely received.

14.4  Vendor Group Information

Subject to any requirement of the law and to clause 14.3, the Purchaser shall:

(a)   keep confidential and not divulge or disclose any information
      concerning the business, actions, processes, procedures or affairs
      of each person in the Vendor Group; and

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<PAGE>

(b)   upon Completion, return to the Vendor all information in written or
      deliverable form that relates safely to the business, actions,
      processes, procedures or affairs of each person in the Vendor
      Group.

14.5  Return of information in the event of termination

If this Agreement is terminated prior to Completion, the Purchaser must return
to the Vendor or destroy:

(a)   all Confidential Information in written, electronic or deliverable form;
      and

(b)   any other information obtained by the Purchaser in relation to the
      Business,

and provide written confirmation to the Vendor that this has occurred.

14.6  Completion

Subject to the requirements of the law, after Completion, the Vendor must keep,
and must procure that its Vendor Affiliates keep, confidential and not divulge
or disclose any Confidential Information concerning the Business, actions,
processes, procedures or affairs of the Group Companies.

14.7  Survival of obligation

This clause 14 will survive the termination of this Agreement.
--------------------------------------------------------------------------------
15.   Notices
--------------------------------------------------------------------------------
15.1  Requirements

All Notices required to be given in accordance with this Agreement must be:

(a)   in legible writing and in English;

(b)   addressed to the recipient at the address or facsimile number set
      out below or to such other address or facsimile number as that
      party may notify to the other:

      to the Vendor:                      TXU Corp.
      Address:                            Energy Plaza
                                          1601 Bryan Street
                                          Dallas, Texas 75201
                                          Attn:  Treasurer
                                          Facsimile No.:  (214) 812-8998

                                  76
<PAGE>

                                          TXU Corp.
                                          Energy Plaza
                                          1601 Bryan Street
                                          Dallas, Texas 75201
                                          Attn: Eric Peterson, General Counsel
                                          Facsimile No.:  (214) 812-1313

      with a copy to:                     TXU Australia
                                          Level 33
                                          385 Bourke Street
                                          Melbourne, Victoria 3000
                                          Attn:  Chief Financial Officer
                                          Facsimile No.:  (61) 3 8628 0921

      to the Purchaser:                   SP Energy, Ltd.
      Address:                            Level 17
                                          452 F
                                          Melbourne, Victoria
                                          Attn:  Yap Chee Keong, Director
                                          Facsimile No.:  (65) 6735 5179

      with a copy to:                     Singapore Power Ltd
                                          111 Somerset Rd. c/o #02-02
                                          Singapore 238164
                                          Attn:  Yap Chee Keong
                                          Facsimile No.:  (65) 6735 5179

     to the Purchaser's
     Guarantor:                           Singapore Power Limited
     Address:                             111 Somerset Road, c/o #02-02
                                          Singapore 238164
                                          Attn: Yap Chee Keong, Senior Vice
                                          President Corporate Services
                                          Facsimile No.:  (65) 6735 5179

(c)  signed by the party or where the sender is a company by an officer of that
     company; and

(d)  sent to the recipient by hand or facsimile.

15.2 Receipt

Without limiting any other means by which a party may be able to prove that
another party has received a Notice, a Notice will be deemed to be duly
received:

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<PAGE>

(a)  if sent by hand when left at the address of the recipient; or

(b)  if sent by facsimile, upon receipt by the sender of an acknowledgment or
     transmission report generated by the machine from which the facsimile was
     sent indicating that the whole facsimile was sent to the recipient's
     facsimile number,

but if a Notice is served by hand, or is received by the recipient's facsimile
on a day which is not a Business Day or after 5.00 p.m. (at the place of
receipt) on a Business Day the Notice is deemed to be duly received by the
recipient at 9.00 am (at the place of receipt) on the first Business Day after
that day.
-------------------------------------------------------------------------------
16.   General Provisions

16.1  Costs

Each party must pay its own costs in respect of this Agreement and the documents
contemplated by this Agreement except that the Purchaser must pay all stamp duty
payable on this Agreement, the transfer of the Sale Shares and any other
documents contemplated by this Agreement.

16.2  Indemnities

The indemnities contained in this Agreement are:

(a)   continuing, separate and independent obligations of the partiesfrom their
      other obligations, and survive the termination of this Agreement; and

(b)   absolute and unconditional and unaffected by anything which otherwise
      might have the effect of prejudicing, releasing, discharging or affecting
      the liability of the party giving the indemnity except as expressly set
      out in this Agreement.

16.3  Invalid or unenforceable provisions

If a provision of this Agreement is invalid or unenforceable in a jurisdiction:

(a)   it is to be read down or severed in that jurisdiction to the extent of the
      invalidity or unenforceability; and

(b)   it does not affect the validity or enforceability of:

      (i)   that provision in another jurisdiction; or

      (ii)  the remaining provisions.

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<PAGE>

16.4  Waiver and exercise of rights

(a)   A waiver by a party of a provision or of a right under this Agreement is
      binding on the party granting the waiver only if it is given in writing
      and is signed by the party or an officer of the party granting the waiver.

(b)   A waiver is effective only in the specific instance and for the specific
      purpose for which it is given.

(c)   A single or partial exercise of a right by a party does not preclude
      another or further exercise.

(d)   Failure by a party to exercise or delay in exercising a right does not
      prevent its exercise or operate as a waiver.

(e)   The Purchaser hereby irrevocably appoints the Purchaser's Guarantor as its
      agent to grant any waiver which it may give under this Agreement.

16.5  Amendment

This Agreement may be amended only by a document executed by the Vendor and the
Purchaser's Guarantor. The Purchaser hereby irrevocably appoints the Purchaser's
Guarantor as its agent to agree to any amendments to this Agreement on its
behalf and to execute and deliver such documents on its behalf to give effect to
such amendments. Any agreement entered into between the Vendor and the
Purchaser's Guarantor which purports to amend this Agreement or which purports
to regulate the rights and obligations of the Purchaser and the Vendor will bind
the Purchaser as if it had been a party thereto.

16.6  Counterparts

This Agreement may be signed in counterparts and all counterparts taken together
constitute one document.

16.7  Further assurances

Each party must, at its own expense, whenever requested by another party,
promptly do or arrange for others to do everything reasonably necessary to give
full effect to this Agreement and the transactions contemplated by this
Agreement.

16.8  Assignment

A party must not transfer, assign, create an interest in or deal in any other
way with any of its rights under this Agreement without the prior written
consent of the other parties.

                                       79
<PAGE>

16.9   Entire agreement

This Agreement, together with any documents referred to in this Agreement or
executed in connection with this Agreement, is the entire agreement of the
parties about the subject matter of this Agreement and supersedes any
representations, negotiations, arrangements, understandings or agreements and
all other communications.

16.10  Rights cumulative

Except as set out in clause 11.16, the rights, remedies and powers of the
parties under this Agreement are cumulative and not exclusive of any rights,
remedies or powers provided to the parties by law.

16.11  Consents and Approvals

A party may give its approval or consent conditionally or unconditionally or
withhold its approval or consent in its absolute discretion unless this
Agreement expressly provides otherwise.

16.12  Non-merger

The warranties, other representations and covenants by the parties in this
Agreement are continuing and will not merge or be extinguished on Completion.

16.13  Jurisdiction

Each party irrevocably and unconditionally:

(a)    submits to the non-exclusive jurisdiction of the courts of Victoria
       Australia to resolve any dispute arising from, or relating to, this
       Agreement or the transactions contemplated by it; and

(b)    acknowledges that the parties have submitted to the non-exclusive
       jurisdiction of the Australian courts for the resolution of their
       substantive disputes on the basis of an understanding of the basic
       principles of Australian law, after consulting with Australian
       counsel and based on their conclusion that the Australian courts
       would provide a fair and competent tribunal before which they might
       present any disputes; and

(c)    agrees that any judgement obtained by either party from any court
       of competent jurisdiction may be enforced anywhere in the world and
       consents to the entry of such judgement in any court of competent
       jurisdiction anywhere in the world (including without limitation,
       any federal or state court in the United States) and agrees not to
       contest the applicability or validity or entry or enforcement of
       any such judgement;

(d)    waives any claim or objection based on absence of jurisdiction or
       inconvenient forum.

                                       80
<PAGE>

16.14  Service of process

(a)    Each party agrees that a document required to be served in proceedings
       about this Agreement may be served:

       (i)   if originating process or a subpoena to be served on a company or
             registered body by being sent by post to or left at its registered
             office, and in all other cases at its address for service of
             Notices under clause 15;

       (ii)  in any other way permitted by law; or

       (iii) for foreign parties, on that foreign party's agent for service of
             process, as set out in clause 16.14(b).

(b)    Each party appoints the following persons as their respective agents to
       accept service of process in any process commenced in the courts of
       Victoria, unless otherwise notified in writing to the other party:

       (i)    the Vendor - Baker & McKenzie, Level 39, Rialto, 525 Collins
              Street, Melbourne, Vic 3000 Attn: Kenneth Gray; and

       (ii)   the Purchaser - Minter Ellison, Level 23, Rialto, 525 Collins
              Street, Melbourne, Vic 3000 Attn: Mark Green.

16.15  Governing Law

The laws of Victoria govern this Agreement.




Executed as an agreement.


                                       81
<PAGE>

 Signed for and on behalf of                      )
 TXU Corp.                                        )
 by its duly authorised representative            )
 in the presence of:                              )


 /s/ Kirk R. Oliver                   /s/ C. John Wilder
 ---------------------------------    ---------------------------------------
 Signature of witness                  Signature of authorised representative


 Kirk R. Oliver                        C. John Wilder
 ---------------------------------    ---------------------------------------
 Name of witness (please print)        Name of authorised representative
                                       (please print)






 Signed for and on behalf of            )
 SP Energy Pty Limited                  )
 by its duly authorised representative  )
 in the presence of:                    )


 /s/ John Christopher Brown                  /s/  Yap Chee Keong
 ----------------------------------------   -----------------------------------
 Signature of witness                        Signature of authorised
                                              representative


 John Christopher Brown                      Yap Chee Keong
 ----------------------------------------   -----------------------------------
 Name of witness (please print)              Name of authorised representative
                                             (please print)


                                       82
<PAGE>


 Signed for and on behalf of             )
 Singapore Power Limited                 )
 by its duly authorised representative   )
 in the presence of:                     )


 /s/ John Christopher Brown                     /s/ Quek Poh Huat
 -----------------------------------------   -----------------------------------
 Signature of witness                         Signature of authorised
                                                representative


 John Christopher Brown                        Quek Poh Huat
 -----------------------------------------   ----------------------------------
 Name of witness (please print)               Name of authorised representative
                                              (please print)

                                       83
<PAGE>


                                   Schedule 1

                                Vendor Warranties
-------------------------------------------------------------------------------
1.   Vendor Power & Authority

(a)  The Vendor is a company duly organised, validly existing and in
     good standing under the laws of its jurisdiction of incorporation.

(b)  The execution, delivery and performance by the Vendor of this
     Agreement and its obligations under this Agreement does not, and
     will not, violate, breach or result in a contravention by the
     Vendor of its constituent documents or any law, Authorisation,
     organisational document or material contract of the Vendor.

(c)  The Vendor has the corporate power and authority to enter into and
     perform its obligations under this Agreement.

(d)  The Vendor has been duly authorised, in accordance with its
     constitutional documents to enter into and perform its obligations
     under this Agreement.

(e)  This Agreement constitutes a valid and binding obligation of the
     Vendor enforceable against the Vendor in accordance with its terms.
-------------------------------------------------------------------------------
2.   US Warranties
-------------------------------------------------------------------------------
2.1  Power and authority

(a)  The Company is a corporation duly organised, validly existing and
     in good standing under the laws of the State of Delaware, and has
     corporate power and authority to own, lease and operate its Assets
     and to conduct its business as it is now conducted. Following
     conversion to a limited liability company, the Company will be a
     limited liability company duly organised, validly existing and in
     good standing under the laws of the State of Delaware, and will
     have organizational power and authority to own, lease and operate
     its Assets and to conduct its business as it is now conducted.

(b)  The Company is duly qualified to do business as a foreign
     corporation and is in good standing in each jurisdiction in which
     such qualification is necessary under applicable law.

(c)  The Company is not in default under or in violation of any
     provision of its organizational documents.

                                       84
<PAGE>

2.2  Sale Shares

(a)  The authorised equity securities of the Company will:

     (i)   prior to the conversion contemplated by clause 6.16 consist of 2000
           shares of stock of which 1000 shares of common stock, par value
           US $0.01 per share are issued and outstanding and 1000 shares of
           preferred stock of which 1000 are outstanding:

     (ii)  at Completion consist of certificated shares of limited liability
           company membership interests in the Company,

     and the Sale Shares at Completion will represent all of the issued
     and outstanding interests in the Company.

(b)  The Vendor will be at Completion the record holder and beneficial
     owner of the Sale Shares free and clear of all Third Party
     Interests. No legend or other reference to any purported Security
     Interest appears upon any certificate representing the Sale Shares.
     All of the Sale Shares have been duly authorised and validly issued
     and are fully paid and non-assessable. There are no contracts
     relating to the issuance, sale, voting, redemption or transfer of
     any equity securities or other securities of the Company not
     reflected in the terms of such securities. At Completion, the
     Purchaser will acquire the Sale Shares free and clear of any Third
     Party Interest.

2.3  Business Warranties

(a)  The transactions contemplated hereby, including, without
     limitation, conversion of the Company to a limited liability
     company will not result in (i) a violation of or a conflict with
     any provision of the organizational documents of the Company, the
     Vendor or any of the Group Companies, (ii) a violation of, or
     conflict with, breach of, termination of, acceleration of the
     performance required by, or the creation of any right of any party
     to accelerate, modify, terminate or cancel, any term or provision
     of, any contract, indebtedness, lease, Authorisation or concession
     to which the Company or any of the Group Companies is a party or by
     which any of the Assets are bound, (iii) a violation by the Vendor,
     the Company or any Group Companies of any applicable laws.

(b)  The Company (i) does not presently conduct, and has never
     conducted, any business other than holding the shares of TXU
     Australia and engaging in non-speculative average rate put options
     to hedge Australian dollar earnings which will be terminated prior
     to Completion, (ii) does not hold, and has never held, any assets
     or properties other than diminimus assets, the shares of TXU
     Australia and certain average rate put options which will be
     terminated prior to Completion, and (iii) does not have, and has
     never had, any Liabilities except for Delaware franchise taxes.

(c)  Neither the Company nor any entity that is a member of its
     "controlled group" (within the meaning of Section 4001(a)(14) of
     the Employee Retirement Income Security Act of 1974, as amended

                                       85
<PAGE>

     ("ERISA")) has, or could be reasonably expected to have, any
     liability (whether pursuant to termination of any "plan" (within
     the meaning of Section 3(3) of ERISA), withdrawal from any
     "multiemployer plan" (within the meaning of Section 3(37) of ERISA
     or otherwise) arising under title IV of ERISA.

2.4  PUHCA, FUCO and Other Regulations

(a)  Each Group Company is an indirect subsidiary of a public utility
     "holding company", as that term is defined in the United States
     Public Utility Holding Company Act of 1935, as amended ("PUHCA"),
     that is exempt from regulation as a "holding company" pursuant to
     Section 3(a)(1) of PUHCA. Except as to Sections 9(a)(2), 32 and 33
     of PUHCA and the regulations promulgated thereunder, each Group
     Company, is not subject to, or is exempt from, regulation as an
     "electric utility company", a "gas utility company", a
     "public-utility company", a "holding company" or a "subsidiary
     company" of a "holding company", as such terms are defined within
     the meaning of PUHCA, and the regulations promulgated thereunder.

(b)  Each Group Company that owns or operates facilities used for: (a) the
     generation, transmission, or distribution of electric energy for sale
     (other than sale to tenants or to employees of the company operating such
     facilities for their own use and not for resale), or (b) the distribution
     at retail of natural or manufactured gas for heat, light or power (other
     than distribution only in enclosed portable containers, or distribution to
     tenants or employees of the company operating such facilities for their
     own use and not fore resale), is either a "foreign utility company"
     ("FUCO") within the meaning of Section 33 of PUHCA and the regulations
     promulgated thereunder, or an exempt wholesale generator ("EWG") within
     the meaning of Section 32 of PUHCA and the regulations promulgated
     thereunder (together such Group Companies that are FUCOs or EWGs are
     referred to as the "PUHCA-Exempt Group Companies").

(c)  Each of the PUHCA-Exempt Group Companies has filed or caused to be filed
     with the United States Securities and Exchange Commission ("SEC") (in the
     case of PUHCA Exempt Group Companies that are FUCOs) or the United States
     Federal Energy Regulatory Commission (in the case of PUHCA Exempt Group
     Companies that are EWGs), all material forms, statements, reports and
     documents (including all exhibits, amendments and supplements thereto)
     required to be filed to maintain status as a FUCO or EWG, as applicable.
--------------------------------------------------------------------------------
3.   Group Companies (other than the Company)
--------------------------------------------------------------------------------
3.1  Organization

Each Group Company (other than the Company) is a company duly incorporated under
the laws of its jurisdiction of incorporation, and has corporate power and
authority to own, lease and operate its Assets and to conduct its business as it
is now conducted. No Group Company is in default under or in violation of any
provision of its constitution.

                                       86
<PAGE>

3.2  Shareholdings

(a)  The Group Companies are the legal and beneficial owners of the shares as
     set out in Schedule 6 (other than the Sale Shares).

(b)  No Group Company is:

     (i)   the legal or beneficial owner of any share in any corporation; or

     (ii)  a member of any partnership or unincorporated joint venture; or

     (iii) a member of any unincorporated association,

     other than in the ordinary course of business or except as set out
     in Schedule 6.

3.3  Issued share capital

(a)  The shares in each Group Company (other than the Company) set out in
     Schedule 6 are all of the issued shares in the capital of that company
     and are fully paid and legally and beneficially owned as specified in
     Schedule 6.

(b)  No shares have been created or issued and there are no outstanding
     convertible securities, options or agreements in respect of any Group
     Company (other than the Company) which either now or in the future:

     (i)  entitle any person to call for the issue, purchase or transfer of any
          shares, debentures, notes or other securities in any Group Company; or

     (ii) create or require to be created any Security Interest over the shares
          in any Group Company.
--------------------------------------------------------------------------------
4.   Solvency of Group Companies

(a)  No Group Company has had:

     (i)   a liquidator or provisional liquidator appointed;

     (ii)  a receiver, receiver and manager, trustee, controller, official
           manager or similar officer appointed;

     (iii) an administrator appointed, whether under Part 5.3A of the
           Corporations Act 2001 (Cth) or otherwise; or

     (iv)  an application made for the appointment of an administrator,
           liquidator or provisional liquidator,

                                       87
<PAGE>

     over all or part of the Business, the Assets or the revenues of the
     relevant Group Company nor have its directors passed a resolution
     for any such appointment.

(b)  No execution, distress or similar process has been levied upon or
     against all or any part of the Business, the Assets or the revenues
     of any Group Company.

(c)  No Group Company has:

     (i)     entered into or resolved to enter into any scheme of arrangement,
             composition with, or assignment for the benefit of, its creditors
             or any class of its creditors; or

     (ii)    proposed or had proposed on its behalf a reorganisation,
             moratorium, deed of company arrangement or other administration
             involving one or more of its creditors.

(d)  No Group Company has received any demand under section 459E of the
     Corporations Act 2001 (Cth) and no Group Company has been taken to
     have failed to comply with a statutory demand as a result of the
     operation of section 459F(1) of the Corporations Act 2001 (Cth) or
     in other case under the corresponding laws of any other
     jurisdiction.

(e)  No Group Company:

     (i)     is unable to pay its debts as and when they fall due;

     (ii)    is insolvent or presumed to be insolvent under any law;

     (iii)   is insolvent under administration as defined in section 9 of the
             Corporations Act 2001 (Cth) or has not taken any action which
             could result in that event; or

     (iv)    has been struck off the register of companies or dissolved and, so
             far as the Vendor is aware, there is no action proposed by any
             Government Agency to do so.

(f)  Neither LP1 nor LP2 has stopped payment of its debts and neither is
     insolvent or unable to pay its debts according to section 123 of the
     Insolvency Act 1986 (United Kingdom) and no order has been made or
     petition presented for the purpose of winding up either company or for the
     appointment of any provisional liquidator or for any administration order
     to be made in relation to either company. Further, no receiver (including
     any administrative receiver) has been appointed in respect of the whole or
     any part of the property of either LP1 or LP2 and no order has been made or
     petition presented for the appointment of an administrator in respect of
     either LP1 or LP2. Neither LP1 nor LP2 were insolvent at the time of the
     restructuring of the ownership of LP1 and LP2 undertaken on 23 June 2003.

                                       88
<PAGE>

At the time of the transfer of the shares of LP1 and LP2 to TXU Australia Group
Pty Limited, the transferring entity, the vendor of the relevant, shares was
solvent and able to pay its debts within the meaning of the Insolvency Act of
1986 (United Kingdom) and no order had been made or petition presented for the
purpose of winding up the Company or for the appointment of a provisional
liquidation or any administration order to be made in relation to such vendor.
-------------------------------------------------------------------------------
5.   Assets
--------------------------------------------------------------------------------
5.1  Assets Generally

(a)  The Group Companies have ownership of or valid and subsisting licences to
     use all Assets necessary to enable the Group Companies to continue to carry
     on the Business in the manner carried on at the date of this Agreement.

(b)  To the best of the Vendor's knowledge, no Group Company has received any
     written claims with respect to its title or right to use such Assets.

(c)  Apart from the leases disclosed in the Disclosure, there are no Security
     Interests over or affecting any of the Assets.

(d)  The Assets are in the physical possession or control of the Group
     Companies.

(e)  The Group Companies own, lease or have a right to use the Assets and the
     Assets are all the assets required by the Group Companies to operate the
     Business in the ordinary course.

(f)  The Assets have been maintained to the standards usually adopted by owners
     and operators of comparable Assets in Victoria and, taken as a whole, are
     reasonably fit for the purpose for which they are intended.

(g)  The Vendor, directly or indirectly, owns 1/3 of the common share interest
     of SEAGas. To the knowledge of the Vendor, there is no material subsisting
     default under the SEAGas Facility, nor is there recourse to any of the
     Group Companies for any obligations of the borrower under the SEAGas
     Facility

5.2  Material Contracts

(a)  The Disclosures contain true, accurate and complete copies of all of the
     Material Contracts.

(b)  No Group Company has received any written notice from a counterparty nor
     is it aware of any event:

     (i)     alleging any material breach or default under a Material Contract;

                                       89
<PAGE>

     (ii)    alleging termination, rescission, invalidity or unenforceability of
             any Material Contract; or

     (iii)   of any intention to exercise (other than in the normal course of
             performance) any right or remedy exercisable on breach or default
             under any Material Contract.

(c)  To the best of the Vendor's knowledge, there is no material default under
     any Material Contract.

(d)  To the best of the Vendor's knowledge, each Material Contract is valid,
     binding and enforceable against the parties to it.

(e)  There are no agreements, arrangements or understandings affecting a Group
     Company or any Business of a Group Company that are material to the
     operation of the Business and that have not been disclosed in the Data
     Room.

5.3  Properties

(a)  Each relevant Group Company has all material freehold and leasehold
     interests necessary for it to operate its Business effectively in
     the ordinary course;

(b)  Each relevant Group Company has all material easements, property
     licences and access, occupancy and property related agreements
     necessary to run the Business;

(c)  There is no material breach of any of the interests or agreements
     referred to in paragraphs (a) and (b) which may affect the
     viability of or the ability to run the Business;

(d)  There are no tenancies, occupancies, easements, licences or
     materially similar agreements affecting on land referrable to
     paragraphs (a) and (b) which may adversely affect the conduct of
     the Business;

(e)  All material issues referable to the land in paragraphs (a) - (d) were
     disclosed in the due diligence materials;

(f)  The Vendor has not received notice of any native title claims and
     no such claims have been threatened in writing or are pending.

5.4  Intellectual Property

(a)  To the best of the Vendor's knowledge, the use by each Group
     Company of Intellectual Property in the Business does not infringe
     the rights of any other person where such infringement could
     reasonably be expected to have a Material Effect.

(b)  No Group Company has made any claims in writing or commenced or
     threatened in writing to commence proceedings or settled any claims
     or proceedings alleging infringement of any Intellectual Property
     in the period of 3 years prior to the date of this Agreement.

                                       90
<PAGE>

(c)  To the best of the Vendor's knowledge, the use by each Group
     Company of Intellectual Property in the Business does not infringe
     the rights of any other person where such infringement could
     reasonably be expected to have a Material Effect.

(d)  No Group Company has made any claims in writing or commenced or
     threatened in writing to commence proceedings or settled any claims
     or proceedings alleging infringement of any Intellectual Property
     in the period of 3 years prior to the date of this Agreement.

(e)  All the information technology and telecommunications
     infrastructure, networks, computers and computer systems, programs
     and applications used by, or on behalf of, or owned by each group
     company for the benefit of the Business as at Completion and which
     will be used after Completion by, or on behalf of, or for the
     benefit of the Business are in reasonable operating order and are
     sufficient and fulfilling the purposes for which they were acquired
     or established and are sufficient for the reasonable requirements
     of the Business.

(f)  All records and data relating to the Business whether stored by
     electronic or other means will, following Completion, be readily
     accessible through the systems and/or through the transitional
     services and access provided to the Business in respect of the
     systems by the Vendor and each Group Company.

(g)  All of the systems have been maintained or serviced in accordance
     with the proper maintenance or service contract in respect of the
     relevant computer and computer systems.

(h)  The relevant Group Companies own or are licensed to use all
     intellectual property rights (including but not limited to
     copyright, patents, trademarks, registered designs) necessary for
     the Business' present needs, and, to the best of the Vendor's
     knowledge, the use of such rights by the relevant Group Company for
     the purposes of the Business will not infringe the intellectual
     property rights of any person.
-------------------------------------------------------------------------------
6.   Litigation & Proceedings
-------------------------------------------------------------------------------
(a)  Other than the matters set out in the Disclosures no Group Company:

     (i)   is a party to any Proceedings;

     (ii)  has received written notice of any Proceedings or investigation to
           be commenced against it; or

     (iii) has any Proceedings pending or threatened against it in writing,

                                       91
<PAGE>

     where any such proceedings could reasonably be expected to have a
     liability to a Group Company of in excess of $1,000,000.

(b)  The Vendor is not aware to the best of its knowledge of any fact or
     circumstance  from which it would be reasonably likely to expect the
     Liability of the Group Company in respect to the SEAGas pipeline contractor
     claim to exceed the provision in the Accounts.

(c)  Each Group Company has complied  with its obligations under Part VB of the
     Trade Practices Act 1974 (Cth) and no Group Company is subject to any
     investigation, enquiry or review in relation to that Part by the ACCC.
-------------------------------------------------------------------------------
7,   Authorisations
-------------------------------------------------------------------------------
(a)  Each Group Company:

     (i)     has all material Authorisations required to conduct the Business
             and those Authorisations are valid and subsisting; and

     (ii)    has paid all fees due in relation to those Authorisations; and

     (iii)   has complied in all material respects with all conditions of those
             Authorisations.

(b)  No Group Company has received any written notice of breach, revocation,
     suspension, cancellation or non-renewal of any material Authorisation that
     is required for the operation of the Business and the Vendor is not aware
     of any fact or circumstance likely to give rise to any such notice.
--------------------------------------------------------------------------------
8.   Finance

(a)  There are no subsisting defaults under the Retained Debt.

(b)  No Group Company has given any guarantee (or, if it has given a guarantee,
     the guarantee will have been unconditionally and irrevocably released on
     or before Completion) in support of any other person's obligations or
     liabilities other than in the ordinary course of the Business.

(c)  On and after Completion, no Group Company will have any obligation
     or liability to pay money to, or to provide a guarantee or any
     other form of security in support of, any entity that was at any
     previous time an Affiliate of the Vendor (other than a Group
     Company).

                                       92
<PAGE>

--------------------------------------------------------------------------------
9.   Employees
--------------------------------------------------------------------------------
9.1  Employee Details

(a)  The Disclosures set out, in all material respects, complete and accurate
     details of:

     (i)     the names, job description and dates of commencement of employment
             of all Employees and their relevant employer within the Group
             Companies as at the date of this Agreement;

     (ii)    all remuneration and other arrangements to pay money or provide
             benefits to the Employees of the Group Companies as at the date of
             this Agreement; and

     (iii)   particulars of accrued long service leave, annual leave, sick leave
             and rostered days off for the Employees of the Group Companies as
             at the Accounts Date.

     The following are the only industrial instruments (including, without
     limitation, State and Federal awards, certified agreements, State
     registered collective agreements, and Australian Workplace Agreements)
     which apply to the employees of the Group Companies:

     (i)     the Power and Energy Industry Electrical, Electronic and
             Engineering Employees Award 1998;

     (ii)    Electricity Services Victoria Agreement 1994;

     (iii)   Eastern Energy Agreement 1995;

     (iv)    Eastern Energy Agreement 1997;

     (v)     Eastern Energy Agreement 1999;

     (vi)    the Chief Electrical Inspector Agreement 1996;

     (vii)   ETSA (Interim) Wages Award 1990 (or any award that supersedes
             it);

     (viii)  ETSA (Interim) Salaries Award 1990 (or any award that
             supersedes it);

     (ix)    Torrens Island Power Station Local Enterprise Agreement 1994;

     (x)     Torrens Island Power Station Local Enterprise Agreement 1995;

     (xi)    Torrens Island Power Station Local Enterprise Agreement
             1997/99; and

     (xii)   TXU Torrens Island Pty Ltd. Enterprise Agreement 2001.

                                       93
<PAGE>

(b)  The only redundancy benefits employees of the Group Companies who are
     retrenched are eligible to receive are as follows:

     (i)     employees who are covered by certified agreements - under the
             certified agreements which are applicable to them;

     (ii)    the benefits provided in the contracts of the Employees; and

     (iii)   all employees of the Group Companies other than those described in
             (i) and (ii) - under the separation and redundancy policies of the
             Group Companies.

(c)  Except for the benefits available to employees of the Group Companies under
     the TXU Long Term Incentive Compensation Plan, no employees are eligible to
     receive any benefits from their employment other than as disclosed in the
     Disclosures.

(d)  The employer/s of the employees of the Group Companies has/have complied
     with all material obligations arising under law, in equity, and under
     statute (including occupational health and safety, anti-discrimination,
     taxation, superannuation, workers' compensation and industrial relations
     laws), awards and certified greements with respect to its past and present
     employees and contractors.

(e)  There are no material claims, actions or disputes, actual or pending, in a
     federal or state court or tribunal relating to employment, industrial
     relations, occupational health and safety or anti discrimination other
     than as disclosed in the Data Room.

(f)  The Disclosures in the Data Room with respect to the employees of the Group
     Companies are true and correct.

9.2  Breach of employment contracts

As far as the Vendor is aware, no Group Company is in breach in any material
respect of any employment contract relating to any employee or any award or
enterprise agreement relating to the employees of any Group Company.

9.3  Superannuation

With respect to the Funds:

(a)  the relevant Group Companies have provided at least the prescribed minimum
     level of superannuation support for each employee so as not to incur a
     shortfall amount under the Superannuation Guarantee (Administration)
     Act 1992 (Cth); and

(b)  there are no material outstanding and unpaid contributions on the part of
     any Group Company for the employees;

(c)  neither the actions of a Group Company prior to Completion nor the transfer
     of the Sale Shares to the Purchaser will cause an increase in the
     obligations of the Company to make contributions to any Fund or an increase
     in any benefits payable from a Fund; and

                                       94
<PAGE>

(d)  none of the Group Companies has received any notice of any complaints,
     actions, claims or suits in connection with the affairs of the Funds.
--------------------------------------------------------------------------------
10.  Environmental and Planning

To the best of the Vendor's knowledge:

(a)  There are no ongoing, pending or threatened in writing, actions or
     proceedings by regulatory authorities or third parties involving a
     Group Company concerning any material breach or alleged breach of
     environmental law or environmental licences arising from the
     operations of the Business and no written notice have been received
     in relation to any such actions or proceedings.

(b)  The Group Company holds all material environmental licences
     required to operate the Business and each of them is in full force
     and effect and is being complied with in all material respects.

(c)  No event has occurred and subsists nor does any fact or
     circumstance exist which could lead to any material environmental
     licence necessary to operate the Business being modified,
     suspended, revoked or not renewed.

(d)  No hazardous substances intended for use or generated by the
     Business have been or are used, stored, treated, transported,
     released, deposited, emitted, discharged or otherwise disposed of
     except in compliance with environmental law in all material
     respects.

(e)  The conduct of the Business does not constitute a nuisance and that
     no unresolved claims have been made in respect of the use or
     operation of any of the properties owned, occupied or used by the
     Group Companies in the Business by any adjoining landowner or other
     party, including any Government Agency.

(f)  No event has occurred which may require the Business to incur any
     expenditure in order to comply with any environmental law or any
     notice or requirement issued pursuant to any environmental law that
     is not fully provided for in the Accounts.

(g)  There is no material event or circumstance that requires
     notification to any regulatory authority or which could entitle any
     environmental authority to require monitoring, closure, clean-up or
     remediation of soil or groundwater contamination under any
     environmental law.

                                       95
<PAGE>

(h)  None of the properties or infrastructure are the subject of any
     charge in favour of any environmental authority as security for
     clean-up or other costs under any environmental law.

(i)  No written notices have been received from a competent authority
     that any use or development carried out by the Business is unlawful
     or has been carried out without any necessary planning consents or
     permissions being obtained prior to such use or development
     commencing.

(j)  No enforcement proceedings have been commenced (and notices served)
     on a Group Company under planning legislation and no notice have
     been received by a Group Company from a competent authority that
     any such proceedings or notices are threatened or proposed.

(k)  No planning permission affecting any of the properties is the
     subject of any existing challenge as to its validity.
-------------------------------------------------------------------------------
11.  Insurance
-------------------------------------------------------------------------------

(a)  The Disclosures contain all material details of the insurance policies
     that provide coverage for any Group Company.

(b)  Except for a claim arising out of an employee theft of approximately
     $1,000,000.00, no Group Company has made any material claim under any
     insurance policy referred to in Warranty 11(a) above that remains unpaid.

(c)  All premiums due under any insurance policy referred to in Warranty
     11(a) above have been paid.

(d)  Except in relation to the Global Insurance Program, no Group Company has
     received any notice regarding the discontinuance of any insurance policy.

(e)  The insurance coverages for the Group Companies is reasonable and
     customary in respect of the business affairs of the Group
     Companies.
-------------------------------------------------------------------------------
12.  Books and Records
-------------------------------------------------------------------------------

All material Books and Records are or will at Completion be, either:

(a)  in the possession or under the control of the Group Companies and located
     at the premises of the Group Companies; or

(b)  held on behalf of the Group Companies by various contractors for the
     purposes of providing services to the Group Companies.

                                       96
<PAGE>
-------------------------------------------------------------------------------
13.   Taxes
-------------------------------------------------------------------------------
13.1  General

(a)   All Tax that any Group Company is or may become liable to pay in respect
      of any period prior to Completion has been paid or will be paid prior to
      Completion or has been fully provided for in the Accounts other than Tax
      that is payable that relates to the Acquisition Event or any Event that
      takes place after Completion.

(b)   No Group Company has entered into any written agreement with or
      undertaking to any Government Agency in relation to any Tax.

(c)   Since the Accounts Date no liability for Tax has accrued to any Group
      Company other than as a result of activities in the ordinary course of
      the Business(other than solely by reason of the Acquisition Event
      or any operations or activities of the Group Companies after the
      Acquisition Event).

(d)   No Group Company is, and nor will it become, liable to pay, reimburse or
      indemnify any person that is not a Group Company in respect of any Tax
      relating to any act or omission occurring before Completion because of the
      failure of any other person to discharge that Tax.

(e)   Each Group Company has:

      (i)    complied with all of its obligations under any statutory provisions
             requiring the deduction or withholding of Tax from amounts paid by
             such Group Company, whether on its own behalf or as agent, and has
             properly accounted for any Tax so deducted or withheld to any
             Government Agency (other than amounts which have not yet become due
             to be paid);

      (ii)   complied with any applicable obligation to register for the
             purposes of any purchase, goods and services, sales or other
             similar Tax in any part of the world and has complied in all
             material respects with its obligations under any Tax Law relating
             to such Tax; and

      (iii)  has filed or lodged all Tax and duty returns required by Tax Law
             (including, but not limited to, all laws imposing or relating to
             income tax, fringe benefits tax, sales tax, payroll tax, group tax,
             land tax, water and municipal rates and stamp and customs duties).

(f)   Each Group Company has maintained, and has provided to the Purchaser at
      the date of Completion, proper and adequate records to enable the Group
      Company to comply with its obligations to:

                                       97
<PAGE>

     (i)     prepare and submit any information, notices, computations, returns
             and payments required in respect of any Tax Law;

     (ii)    prepare any accounts necessary for the compliance of any Tax Law;
             and

     (iii)   retain necessary records as required by any Tax Law and to support
             any Tax position taken by a Group Company.

(g)  In relation to the period until Completion, all Group Companies have
     submitted any necessary information, notices, computations and returns to
     the relevant Governmental Agency in respect of any Tax relating to
     any Group Company and any such information, notice, computation and return
     which has been submitted by a Group Company to a Governmental Agency in
     respect of any Tax:

     (i)     discloses all material facts that should be disclosed under any Tax
             Law; and

     (ii)    is accurate and is not misleading.

(h)  All documents:

     (i)     which are necessary to establish the title of a Group Company to
             an asset have had Duty of a similar nature paid in full in
             accordance with all applicable laws; and

     (ii)    required to be created by a Group Company under a law relating to
             Duty have been created and have had Duty paid in full in accordance
             with all applicable laws.

13.2 Australian Tax

(a)  No Group Company:

     (i)     is or has been involved in any audit, investigation, examination or
             review of any of its income tax returns or any dispute with the
             Commissioner of Taxation of the Commonwealth of Australia or any
             other Federal, State or municipal body or authority responsible for
             the collection of Tax or duty and the Vendor is not aware of any
             circumstances which may give rise to such an audit or dispute,
             other than as disclosed in the Disclosures;

     (ii)    has taken any action which has or might alter or prejudice any
             arrangement, agreement or Tax ruling which has previously been
             negotiated with or obtained from any Taxation Authority; and

     (iii)   has made any income tax private binding ruling requests, objections
             or amended assessments with respect to its lodged income tax
             returns, other than as disclosed in the Disclosures.

                                       98
<PAGE>

(b)  To the best of the Vendor's knowledge, no Group Company has entered into or
     been a party to any transaction which contravenes the anti-avoidance
     provisions of any Tax Law including the 1936 Tax Act and the 1997 Tax Act.

(c)  In the three years prior to the Completion Date, no Group Company has been
     a party to any transaction where an asset was transferred and relief from
     Duty was obtained in relation to that transfer, including any transaction
     in relation to which it (or another Group Company) has received, whether
     wholly or partly, relief from Duty under corporate reconstruction
     provisions or as a result of ex gratia arrangements.

(d)   Other than solely by reason of the Acquisition Event, and other than as a
      result of operations in the ordinary course of business, nothing has
      occurred prior to Completion to cause a reduction in the amount of the
      Carry Forward Losses.

(e)   To the extent that a Group Company has been the recipient of any Tax loss
      transfer, the Tax loss was properly available for transfer, and the
      transfer complied with all applicable Tax Laws.

(f)   None of the share capital accounts of any of the Group Companies is
      "tainted" for the purposes of Division 7B of Part IIIA of the 1936
      Tax Act.

(g)   Each Group Company has:

      (i)    maintained sufficient Tax depreciation and capital allowance
             schedules of its assets;

      (ii)   maintained sufficient information from which the cost bases of its
             assets for Tax purposes can be determined (other than cost bases
             determined under the tax consolidation measures in the 1997 Tax
             Act); and

      (iii)  provided to the Purchaser all information and details relevant to
             the matters referred in warranties 13.2(g)(i) and 13.2(g)(ii).

(h)   No dividend or other distribution has been paid by any Group Company:

      (i)    in respect of which the required franking amount (as provided for
             in section 160AQE of the 1936 Tax Act) was more or less than the
             franked amount (as defined in section 160APA of the 1936 Tax Act)
             of the dividend;

      (ii)   giving rise to franking deficit tax as provided for in section
             160AQJ of the 1936 Tax Act, franking additional tax under section
             160ARX of the 1936 Tax Act or deficit deferral tax under section
             160AQJC of the 1936 Tax Act;

      (iii)  which has been franked with franking credits in excess of the
             maximum franking credit for the distribution (as provided for in
             Subdivision 202-D of the 1997 Tax Act); or

                                       99
<PAGE>

      (iv)   which has been franked in breach of the benchmark rule and which
             would result in a Group Company either being liable to pay
             over-franking tax where the franking percentage for the
             distribution exceeds the entity's benchmark franking percentage or
             gives rise to a franking debit where the franking percentage is
             less than the entity's benchmark franking percentage (as provided
             for in Division 203 of the 1997 Tax Act).

(i)   To the best of the Vendor's knowledge, no Group Company has made any
      distribution in circumstances which would:

      (i)    entitle the Commissioner of Taxation to make a determination
             imposing any additional franking debit or Tax on a Group Company
             under sections 45, 45A, 45B, 45C, 160AQCB, 160AQCBA or 177EA of the
             1936 Tax Act, or under Division 204 of the 1997 Tax Act; or

      (ii)   require a Group Company to notify the Commissioner of Taxation
             under Subdivision 204-E of the 1997 Tax Act.

(j)   No asset of a Group Company has, prior to the Completion Date, been the
      subject of the operation of section 160ZZS of the 1936 Tax Act or
      Division 149 of the 1997 Tax Act.

(k)   All deductions for research and development expenditure, as allowed under
      the 1936 Tax Act, made by any Group Company are supported by
      the following:

      (i)    registration with the Industry Research and Development Board
             within the required statutory requirements on companies making such
             claims;

      (ii)   the maintenance of an annual register with the Industry Research
             and Development Board; and

      (iii)  approvals by the Industry Research and Development Board.

(l)   The Vendor has provided to the Purchaser all information or details
      relevant to any deductions claimed in accordance with warranty 13.2(k).

(m)   To the extent that any intercompany debts in existence prior to
      Completion are taken to be forgiven in accordance with Schedule 2C
      of Division 245 of the 1936 Tax Act prior to Completion, the debtor
      and the creditor, as defined for the purposes of that Schedule,
      have or will enter into an agreement under section 245-90 of that
      Schedule prior to Completion.

(n)   No Group Company is party to any material contract, agreement,
      arrangement or understanding in respect of which it is or will
      become liable to pay GST without being entitled to increase the
      consideration payable under the contract, agreement, arrangement or
      understanding or otherwise seek reimbursement so that the Group
      Company retains the amount it would have retained but for the
      imposition of GST other than a contract, agreement, arrangement or
      understanding under which the consideration payable is stated in
      writing to include GST. Each Group Company:

                                      100
<PAGE>

      (i)    is registered for GST under the GST Law to the extent to which it
             is required to be registered; and

      (ii)   is not in default of any obligation to make any payment or return
             (including without limitation any Business Activity Statement) or
             notification under the GST Law.

(o)   All Group Companies that are registered for GST purposes are members of
      a GST Group.

(p)   No Group Company has been paid any amount on account of, or in respect of,
      GST by any entity which it was not contractually entitled to be paid.

(q)   There is no contract that is material, deed or other document as at
      Completion:

      (i)    in respect of which section 13 of the A New Tax System (Goods and
             Services Tax Transition) Act 1999 applied to make any supplies made
             under the contract, deed or other document prior to 1 July 2005 GST
             free; and

      (ii)   under or in connection with which a supply is made to a Group
             Company; and

      (iii)  GST or an amount on account of GST will be payable by a Group
             Company (or the representative member of any GST Group to which a
             Group Company belongs) on or in respect of the supply made to the
             Group Company without the Group Company being entitled to claim a
             full input tax credit equal to that GST or amount on account of
             GST.

(r)   From the date of this Agreement until Completion, no injection of capital
      as referred to in Section 707-325(4)(a) or the 1997 Tax Act will be
      undertaken into a group Company (other than the Company) in a manner that
      would cause an adverse impact on the available fractions in the Group.

(s)   Unless otherwise defined in this agreement, words or expressions used in
      paragraph (n) to (r) have the same meaning as defined in the GST Law.

13.3  US Tax Warranties

(a)   Except for the group of which TXU Corp. is presently the common parent,
      none of the Group Companies has ever been a member of an affiliated group
      of corporations, within the meaning of Section 1504 of the Code. None of
      the Group Companies has any liability for the Taxes of any Person (other
      than any of the Vendor Group members) under Treasury Regulation Section
      1.1502-6 (or any similar provision of state, local or foreign law).

                                      101
<PAGE>

(b)   No Taxpayer has filed a consent pursuant to Section 341(f) of the Code on
      behalf of the Company or agreed to have Section 341(f)(2) of the Code
      apply to any disposition of a subsection (f) asset (as such term is
      defined in Section 341(f) of the Code) owned by the Company.

(c)   The Company has not agreed and is not required to make any adjustment
      pursuant to Section 481(a) of the Code by reason of a change in
      accounting method, and the Company has no knowledge that the IRS has
      proposed any such adjustment or change in accounting method.

(d)   Neither the Company nor any of its Affiliates or predecessors by
      merger or consolidation has within the past three (3) years been a
      party to a transaction intended to qualify under Section 355 of the
      Code or under so much of Section 356 of the Code as relates to
      Section 355 of the Code.

(e)   All tax-sharing agreements or similar agreements with respect to or
      involving any Group Company shall be terminated as of the
      Completion Date, and, after Completion, none of the Group Companies
      shall be bound thereby or have any liability thereunder.

(f)   Except as set forth in Schedule 6, no Group Company has ever made
      an election to change its classification for US federal income tax
      purposes or had such an election made on its behalf.

(g)   None of the Group Companies (other than the Company) own any
      property located in the US or are or have been engaged in
      activities in the US that amount to a permanent establishment
      within the meaning of the tax treaty between the United States and
      Australia.
-------------------------------------------------------------------------------
14.   Preparation of Accounts
-------------------------------------------------------------------------------
The Accounts:

(a)   have been prepared:

      (i)  in accordance with the Accounting Standards; and

      (ii) in the manner described in the notes to them and the accompanying
           auditor's opinion; and

(b)   presents fairly:

      (i)  the financial position and the assets and liabilities of the Group
           Companies as at the Accounts Date; and

      (ii) the income, expenses and results of the operations of the Group
           Companies for the financial period ended on the Accounts Date.

                                      102
<PAGE>

-------------------------------------------------------------------------------
15.   Matters since the Accounts Date
-------------------------------------------------------------------------------
Since the Accounts Date:

(a)   the Business has been carried on in the ordinary and usual course so as
      to maintain it as a going concern;

(b)   no Group Company has sold, transferred, leased or otherwise disposed of
      (or agreed to dispose of or grant an option to purchase) any material
      Asset used by that Group Company in the conduct of the Business, other
      than in the ordinary course of the Business and at fair market value;

(c)   no Group Company has acquired or agreed to acquire any material asset
      other than in the ordinary course of the Business and at fair market
      value; and

(d)   no Group Company has implemented any new valuation method for its
      business, assets, properties or rights.

-------------------------------------------------------------------------------
16.   Compliance with laws
-------------------------------------------------------------------------------

To the best of the Vendor's knowledge, the ownership and use of the Assets by
the Group Companies comply with all applicable laws.

-------------------------------------------------------------------------------
17.   Third Party Debt
-------------------------------------------------------------------------------

Immediately prior to Completion, the arrangements listed in paragraphs (a) to
(g) of the definition of "Actual Debt Amount" will be the only financial
accommodation owed by a Group Company to any person outside the Group Companies.
-------------------------------------------------------------------------------
18.   Information
-------------------------------------------------------------------------------

(a)   To the best of the Vendor's knowledge, and except as expressly noted
      otherwise to Purchaser, Vendor has responded accurately and completely,
      as at the date of the response, to all information requests and questions
      referred to in paragraphs (c) and (d) of the definition of Disclosures
      during the course of Purchaser's due diligence investigation.

(b)   To the best of the Vendor's knowledge, and except as expressly noted
      otherwise to the Purchaser; all disclosures in the Data Room as to
      historical matters of fact are true and correct as at the date of the

                                      103
<PAGE>

      subject matter of the disclosure having regard to all of the facts and
      circumstances at the relevant time, provided always that the Vendor makes
      no warranty as to any Excluded Representation.

(c)   No statement made or information set out in the Disclosures shall qualify
      or constitute an exception to the Warranties if that Statement or
      information is materially false or inaccurate.




                                      104
<PAGE>

                                   Schedule 2
                 Purchaser and Purchaser's Guarantor Warranties

-------------------------------------------------------------------------------
1.   Authority
-------------------------------------------------------------------------------

(a)  The Purchaser is a company duly incorporated under the laws of Victoria,
     Australia.

(b)  The Purchaser's Guarantor is a company duly incorporated under the laws of
     Singapore.

(c)  The execution, delivery and performance by the Purchaser and the
     Purchaser's Guarantor of their respective obligations under this
     Agreement does not, and will not, violate, breach or result in a
     contravention by the Purchaser or the Purchaser's Guarantor of any
     law, regulation or Authorisation binding upon the Purchaser or the
     Purchaser's Guarantor (as the case requires).

(d)  The Purchaser and the Purchaser's Guarantor have the corporate power and
     authority to enter into and perform their respective obligations under
     this Agreement.

(e)  The Purchaser and the Purchaser's Guarantor have been duly authorized, in
     accordance with their respective constitutional documents to enter into
     and perform their obligations under this Agreement.

(f)  This Agreement constitutes a valid and binding obligation of the
     Purchaser and Purchaser's Guarantor, enforceable against each of
     them in accordance with its terms.

-------------------------------------------------------------------------------
2.   Insolvency events
-------------------------------------------------------------------------------

(a)  Neither the Purchaser nor the Purchaser's Guarantor has had:

     (i)   a liquidator or provisional liquidator appointed;

     (ii)  a receiver, receiver and manager, trustee, controller, official
           manager or similar officer appointed;

     (iii) an administrator appointed, whether under Part 5.3A of the
           Corporations Act 2001 (Cth) or otherwise; or

     (iv)  an application made for the appointment of an administrator,
           liquidator or provisional liquidator;

     over all or part of its business, assets or revenues and neither the
     Purchaser or the Purchaser's Guarantor or their respective directors have
     passed a resolution for any such appointment.

                                      105
<PAGE>

(b)  No execution, distress or similar process has been levied upon or against
     all or any part of the business, the assets or the revenues of the
     Purchaser or the Purchaser's Guarantor.

(c)  Except as to internal reorganizations of the Purchaser's Guarantor's
     Affiliates, neither the Purchaser nor the Purchaser's Guarantor has:

     (i)   entered into or resolved to enter into any scheme of arrangement,
           composition, assignment for the benefit of, or other arrangement
           with its creditors or any class of creditors; or

     (ii)  proposed or had proposed on its behalf a reorganisation, moratorium,
           deed of company arrangement or other administration involving one or
           more of its creditors.

(d)  Neither the Purchaser nor the Purchaser's Guarantor has received any
     demand under section 459E of the Corporations Act 2001 (Cth), or been
     taken to have failed to comply with a statutory demand as a result of
     the operation of section 459F(1) of the Corporations Act 2001 (Cth).

(e)  Each of the Purchaser and the Purchaser's Guarantor:

     (i)   is able to pay its debts as and when they fall due;

     (ii)  is not insolvent or presumed to be insolvent under any law;

     (iii) is not insolvent under administration as defined in section 9 of
           the Corporations Act 2001 (Cth) or has not taken any action
           which could result in that event; or

     (iv)  has not been struck off the register of companies or dissolved and,
           so far as the Purchaser and the Purchaser's Guarantor is aware,
           there is no action proposed by the Australian Securities
           & Investments Commission to do so.
-------------------------------------------------------------------------------
3.   Investment
-------------------------------------------------------------------------------
The Purchaser is not acquiring the Sale Shares with a view to or for sale in
connection with any distribution thereof within the meaning of the US Securities
Act of 1933, as amended.

                                      106
<PAGE>

                                   Schedule 3

                           Excluded Books and Records

(a)  Books, records, documents or parts of documents generated for the
     purpose of or in connection with the sale of the Sale Shares or the
     Business of the Group Companies including:

     (i)   minutes and papers for meetings of committees formed in connection
           with the Sale Process;

     (ii)  documents relating to the due diligence process undertaken by the
           Vendor in connection with the transactions contemplated by this
           Agreement; and

     (iii) documents which do not relate to the Business or to any Asset
           transferred to the Purchaser under this Agreement.

(b)  Books, records, documents or parts of documents of the Vendor Group.



                                      107
<PAGE>

                                   Schedule 4

                   Completion Statement and Adjustment Amount


Part A - Pro forma Completion Statement

                                                  Accounts Date  Adjustment Cut
                                                     Balances      Off balance
                                                      $'000          $'000
                                                 ------------------------------
Working Capital
---------------
                   Accounts Receivable                    113,093
                   Accrued Revenue                        161,977
                   Inventory                               46,728
                   Prepayments                              7,464
                   Other current assets                     6,288
                   Cash in relation to customer    13,547 [tbc by
                   and contractor deposits           Ching Ching]
                   Accounts payable and                 (151,814)
                   miscellaneous accruals
                   Customer and contractor               (13,547)
                   deposits
                   Other current liabilities                (589)

                                                -------------------------------
Net Working Capital                                       183,147

                   ------------------------------------------------------------



FITB - Tax Losses  FITB - Tax losses                      221,444
                   Change in Tax Losses


Derivative         Derivative Portfolio                   132,688
Portfolio          (Economic Value)
                   Net Change in Derivative
                   Portfolio

Total                                                    $537,279        $[  ]


Adjustment Amount                                                        Total

Aggregate of the Adjustment Items at the Adjustment
Cut Off MINUS

Aggregate of the Adjustment Items at the Accounts Date                 537,279
                                                                  ------------


Adjustment Amount                                                 $[  ]/$([  ])
                                                                  -------------

Adjustment Amount payable in accordance with clause 3.2(b)        -------------

                                      108
<PAGE>


Calculation of the Purchase Price (clause 3.2)
Enterprise Value less Actual Debt Amount (plus/minus in accordance
with clause 3.2(a))                                                        [  ]
Adjustment Amount

Purchase Price                                                    =============









                                      109
<PAGE>

Part B of Schedule 4 - Completion Statement Principles

The Accounting Principles to be used in the preparation of the Completion
Statement in respect of the Adjustment Items must be consistent with accounting
principles reflected in the notes to the Accounts, subject to the specific
principles set out below:

(a)   no new provisions or accruals will be recognised in the Completion
      Statement to the extent they relate to matters reasonably
      ascertainable from the Disclosures;

(b)   for the avoidance of doubt, no adjustment is to be made to the
      carrying value of any brands, trademarks or licences or other
      intangible assets;

(c)   any provisions recorded against inventories will be calculated on
      the same basis as the provisions in the Accounts;

(d)   for the avoidance of doubt, no provisions for redundancies will be
      made;

(e)   inventories will be valued on the same basis as they are valued in
      the Accounts;

(f)   the movement in the income tax payable will only reflect any
      payments of tax, an allowance for income tax on taxable income
      derived since the Accounts Date, and any change in circumstances as
      a result of lodging an income tax return or receiving an amended
      assessment, in the period from the Accounts Date;

(g)   no new reserves will be reflected other than those reflected in the
      Accounts; and

(h)   The economic value of the electricity derivatives, including
      Standard Swaps, Load Following Margin Sharing Swaps, Swaptions,
      Standard Caps, Demand Triggered Caps, Callable Caps, Asian Options,
      and SFE Futures, but not including the Ecogen Master Hedge
      Agreement (the "Electricity Hedge Book") of the Group Companies as
      of 31 December 2003 was $132,688,000. The Electricity Hedge Book at
      Completion will be valued on the same basis and in accordance with
      the same principles and methodologies as employed by the Group
      Companies to determine the economic value of the Electricity Hedge
      Book as of 31 December 2003. The principles and methodologies to be
      used to determine the economic value of the Electricity Hedge Book
      at Completion follow in Part C of this Schedule 4.

(i)   Cash in relation to customer contributions and contractor deposits
      shall be included as part of the Working Capital calculation.


                                      110
<PAGE>

Part C of Schedule 4 - TXU Economic Valuation of Electricity Hedge Book

Swaps held in IntegraT

Inputs

Daily AFMA prices as published by email to TXU using field "median excluding
outliers" peak and off peak prices for each node.

Prices are input into MtM system (TXUA developed and operated system coded in
SQL back-end, Access / VBA front-end accessed as \\cashew\local-utils\m2m.mdb)
and "bootstrap" algorithm is applied. Bootstrapping method processes
"overlapping" raw AFMA prices (eg Jan, Feb and Q1) to derive implied prices (eg
Mar) and thus produces a contiguous monthly peak and off peak price series by
node.



Example of Forward Curve





Contract schedules are sourced from IntegraT into MtM system. Contract volumes
and prices are converted from the raw contract schedules into monthly peak and
off peak volumes and volume weighted average prices by peak / off peak segment,
using a day type mapping held in IntegraT.
A version is created to lock in bootstrapped forward prices and unexpired
contracts as at a point in time. Versions are stored in the MtM System to allow
recreation of historical financial positions.

                                      111
<PAGE>

Valuation Methodology

        Value =  [(forward Price - Strike Price) * Volume]* (+1) if bought

                                (or - 1 if sold)

Where

Forward Price = bootstrapped AFMA price

Strike Price = averaged contract price

Volume = contract volume (MWh)

Calculation is performed for each contract and each month, peak and off peak
combination.


Outputs


Mark to market value is stored for a version for each contract, peak and off
peak combination.


Likely Changes in next 3 Months


The following inputs would normally be expected to change between any two
valuation dates:

     o   AFMA prices

     o   Existing contract positions will roll off.

     o   New positions will be added.

Changes to other parameters or methodology would occur only by mutual agreement
of Vendor and Purchaser.


Standard (fixed volume) half hourly caps


Inputs

AFMA forward swap prices by region - bootstrapped. Where cap term extends beyond
AFMA price curve, the last relevant AFMA price is replicated to extend the
forward curve on a straight line basis.

                                      112
<PAGE>

Cap contract volumes, commencement and maturity dates, strike prices are drawn
from IntegraT tables

Cap contract premiums (premium amounts by contract by payment month) are
provided by Energy Finance Group and held in manually updated local tables
within the Risk and Compliance group's cap and option valuation and counterparty
credit exposure measurement model (an Access application constructed and
operated by TXUA Risk and Compliance and accessed via \\almond\trading\Risk &
Business Systems\Risk\Models&Tools\Mark-to-Market\Credit Exposure.mdb)

Valuation parameters [OBJECT OMITTED]("Slope") & [OBJECT OMITTED] ("Intercept")
for each standard strike price level are fixed model parameters based on
historical analysis of cap payoffs:

------------------------------------------------------
   Strike Price          Slope          Intercept
------------------------------------------------------
            $50.00              1.00           $23.05
------------------------------------------------------
           $100.00              0.84           $26.76
------------------------------------------------------
           $150.00              0.72           $26.26
------------------------------------------------------
           $200.00              0.64           $25.25
------------------------------------------------------
           $300.00              0.61           $25.81
------------------------------------------------------

Assumed volatility  of annual average spot price around corresponding annual
forward price, fixed model parameter of 40%. Allocation factors for sculpting
annual cap valuations to calendar months (fixed model parameters originally
derived from trader judgement). On a $/MWh basis by Peak and OffPeak segment
these are:

-------------------------------------
   Month        Peak      OffPeak
-------------------------------------
         Jan      232.6%      226.6%
-------------------------------------
         Feb      244.3%      261.3%
-------------------------------------
         Mar      244.3%      219.0%
-------------------------------------
         Apr       53.2%       46.2%
-------------------------------------
         May       45.9%       48.6%
-------------------------------------
         Jun       50.5%       47.9%
-------------------------------------
         Jul       68.4%       78.4%
-------------------------------------
         Aug       74.9%       72.9%
-------------------------------------
         Sep       71.5%       80.2%
-------------------------------------
         Oct       39.1%       44.8%
-------------------------------------
         Nov       47.3%       41.1%
-------------------------------------
         Dec       42.8%       41.7%
-------------------------------------

                                      113
<PAGE>

Methodology

Valuation formula:


where


V is the value of an annual cap (in $/MWh)
F is the forward annual swap price ($/MWh) (ie bootstrapped AFMA price)
aK is a parameter dependant on the cap strike price (K)
aK is a parameter dependant on the cap strike price (K)
K is the cap strike price
[OBJECT OMITTED] is a discount factor, to convert the future monthly values (at
time t) to the present
o is the volatility of average annual spot prices about the annual forward swap
price (model parameter, fixed at 40%)
N(z) is the cumulative probability density of a standard Normal variate z

Fixed parameters (derived from front office judgement) are then used to allocate
an annual cap value to individual months of a year.

Premiums are considered on a cash basis and allocated to the month in which they
occur.

Model parameters are independent of NEM region

Outputs

Contract economic valuation as at valuation date, broken down by peak / offpeak
segment and forward month. These are stored by valuation date and contract
within the Counterparty Exposure model.

Likely Changes in Next 3 Months

The following inputs would normally be expected to change between any two
valuation dates:

    o    AFMA prices

    o    Existing contract positions will roll off.

                                      114
<PAGE>

    o    Scheduled premium payments will be settled

    o    New positions will be added.

Changes to other parameters or methodology would occur only by mutual agreement
of Vendor and Purchaser.





                                      115
<PAGE>


Non-Standard (demand triggered | callable) half hourly caps

These comprise a two-part demand-triggered cap and a callable 50MW cap as per
confirmation TXU Reference Number: 015 dated 17 January 2003.

Inputs and Methodology

Valuation methodology is identical to standard half hourly caps except for the
application of the following fixed adjustment factors to monthly values
(excluding premium payments) calculated as per the formulae and processes
described in the previous section:

50 MW callable cap: 0.77 all months

    Month                         Adjustment Factor
--------------
             Part A ($150/MWh strike 300MW   Part B ($300/MWh strike 200MW
                      max)                           max)
--------------------------------------------------------------------------
    01-Apr-04                          0.67                          0.45
--------------------------------------------------------------------------
    01-May-04                          0.67                          0.70
--------------------------------------------------------------------------
    01-Jun-04                          1.00                          1.00
--------------------------------------------------------------------------
    01-Jul-04                          1.00                          1.00
--------------------------------------------------------------------------
    01-Aug-04                          1.00                          1.00
--------------------------------------------------------------------------
    01-Sep-04                          0.83                          1.00
--------------------------------------------------------------------------
    01-Oct-04                          0.67                          0.70
--------------------------------------------------------------------------
    01-Nov-04                          1.00                          1.00
--------------------------------------------------------------------------
    01-Dec-04                          1.00                          1.00
--------------------------------------------------------------------------
    01-Jan-05                          1.00                          1.00
--------------------------------------------------------------------------
    01-Feb-05                          1.00                          1.00
--------------------------------------------------------------------------
    01-Mar-05                          1.00                          1.00
--------------------------------------------------------------------------
    01-Apr-05                          0.67                          0.45
--------------------------------------------------------------------------
    01-May-05                          0.75                          0.88
--------------------------------------------------------------------------
    01-Jun-05                          1.00                          1.00
--------------------------------------------------------------------------
    01-Jul-05                          1.00                          1.00
--------------------------------------------------------------------------
    01-Aug-05                          1.00                          1.00
--------------------------------------------------------------------------
    01-Sep-05                          1.00                          1.00
--------------------------------------------------------------------------
    01-Oct-05                          0.67                          0.70
--------------------------------------------------------------------------
    01-Nov-05                          1.00                          1.00
--------------------------------------------------------------------------
    01-Dec-05                          1.00                          1.00
--------------------------------------------------------------------------
    01-Jan-06                          1.00                          1.00
--------------------------------------------------------------------------
    01-Feb-06                          1.00                          1.00
--------------------------------------------------------------------------
    01-Mar-06                          1.00                          1.00
--------------------------------------------------------------------------
    01-Apr-06                          0.67                          0.70
--------------------------------------------------------------------------
    01-May-06                          0.75                          0.88
--------------------------------------------------------------------------
    01-Jun-06                          1.00                          1.00
--------------------------------------------------------------------------
    01-Jul-06                          1.00                          1.00
--------------------------------------------------------------------------
    01-Aug-06                          1.00                          1.00
--------------------------------------------------------------------------
    01-Sep-06                          1.00                          1.00
--------------------------------------------------------------------------
    01-Oct-06                          0.75                          0.88
--------------------------------------------------------------------------
    01-Nov-06                          1.00                          1.00
--------------------------------------------------------------------------
    01-Dec-06                          1.00                          1.00
--------------------------------------------------------------------------
    01-Jan-07                          1.00                          1.00
--------------------------------------------------------------------------
    01-Feb-07                          1.00                          1.00
--------------------------------------------------------------------------
    01-Mar-07                          1.00                          1.00
--------------------------------------------------------------------------
    01-Apr-07                          0.67                          0.70
--------------------------------------------------------------------------
    01-May-07                          0.75                          0.88
--------------------------------------------------------------------------
    01-Jun-07                          1.00                          1.00
--------------------------------------------------------------------------
    01-Jul-07                          1.00                          1.00
--------------------------------------------------------------------------
    01-Aug-07                          1.00                          1.00
--------------------------------------------------------------------------
    01-Sep-07                          1.00                          1.00
--------------------------------------------------------------------------
    01-Oct-07                          0.75                          0.88
--------------------------------------------------------------------------
    01-Nov-07                          1.00                          1.00
--------------------------------------------------------------------------
    01-Dec-07                          1.00                          1.00
--------------------------------------------------------------------------

                                      116
<PAGE>

Likely Changes in Next 3 Months

The following inputs would normally be expected to change between any two
valuation dates:

    o  AFMA prices

    o  Existing contract positions will roll off.

    o  Scheduled premium payments will be settled

Changes to other parameters or methodology would occur only by mutual agreement
of Vendor and Purchaser.

Swaptions

Inputs

AFMA forward swap prices by region - bootstrapped.

Historical volatility of forward swap prices - calculated from time series
analysis of AFMA forward swap prices.

Swaption underlying contract volumes, commencement and maturity dates, and
strike prices are drawn from IntegraT tables

Swaption type (Put or Call), premiums, and exercise dates are provided from a
register maintained by Energy Finance Group are and held in manually updated
local tables within the Risk and Compliance group's valuation model ["Credit
Exposure.mdb"]

Methodology

Valuation formula:

Swaptions are valued using the Black-76 option pricing formula


where


                                      117
<PAGE>

with
V is the value of the option (in $/MWh)
F is the price of the underlying forward swap ($/MWh)
K is the swaption strike price ($/MWh)
r is the risk-free rate (fixed 5%pa)
T-t is time left to the exercise date
oF is the volatility of the underlying forward swap
N(z) is the cumulative probability density of a standard Normal variate z

The exposure is attributed to the month of the exercise date.

Premiums are prepaid under current market practice and therefore do not enter
economic valuation.

Forward swap volatilities are calculated from historical time series analysis of
daily AFMA forward prices using routines in the "Statistics.mdb" database
maintained by TXUA Risk and Compliance.

Implementation:

"Credit Exposure.mdb" Access application constructed and operated by TXUA Risk
and Compliance.

Outputs

Swaption economic valuation as at valuation date, attributed to month of
exercise. These are stored by valuation date and contract within the
Counterparty Exposure model.

Likely Changes in Next 3 Months

The following inputs would normally be expected to change between any two
valuation dates:

   o     AFMA prices
   o     Measured historical volatilities
   o     Existing contract positions may roll off due to exercise or lapse
         of option.
   o     New positions may be added.

Changes to other parameters or methodology would occur only by mutual agreement
of Vendor and Purchaser.

                                      118
<PAGE>

Asian Options

Inputs

AFMA forward swap prices by region - bootstrapped.

Historical volatility of forward swap prices - calculated from time series
analysis of AFMA forward swap prices.

Assumed volatility os of average spot price around corresponding forward price,
fixed model parameter of 40%.

Asian option contract volumes, commencement and maturity dates, are drawn from
IntegraT tables

Option type (Put or Call), premiums, averaging periods and strike prices per
averaging period are provided from a register maintained by Energy Finance Group
are and held in manually updated local tables within the Risk and Compliance
group's valuation model ["Credit Exposure.mdb"]

Methodology

Valuation formula:

Asian Options are valued using the "Black-Collier" option pricing formula
developed by TXUA



where



with
V is the value of the option (in $/MWh)
F is the price of the underlying forward swap ($/MWh)
K is the swaption strike price ($/MWh)
r is the risk-free rate (fixed 5% pa)
TStart is the start of the averaging period
TEnd is the end of the averaging period

                                      119
<PAGE>

t is the current date
oF is the volatility of the price of the
underlying forward swap covering the averaging period
os is the assumed volatility of the average spot price around the forward price
for the averaging period and is fixed at 40% for all averaging periods and
regions
otot is the total volatility for the asian option
N(z) is the cumulative probability density of a standard Normal variate z

Each contractual averaging period is valued separately and the results
aggregated. Value is attributed to the month after the end of the averaging
period. Premiums are considered on a cash basis are allocated to the month in
which they occur.

Forward swap volatilities are identical to those used and described above for
swaption valuation.

Implementation:

"Credit Exposures.mdb" Access application constructed and operated by TXUA Risk
and Compliance.

Outputs
Asian economic valuation as at valuation date, attributed to the month following
each averaging period. These are stored by valuation date and contract within
the Counterparty Exposure model.

Likely Changes in Next 3 Months

The following inputs would normally be expected to change between any two
valuation dates:

   o     AFMA prices
   o     Measured historical volatilities
   o     Existing contract positions may roll off due to expiry of averaging
         periods.
   o     New positions may be added.

Changes to other parameters or methodology would occur only by mutual agreement
of Vendor and Purchaser.

SFE Futures

SFE Futures are entered into IntegraT deal capture system for position tracking
purposes and are economically essentially equivalent to swap contracts for the
relevant quarter and load shape (peak or off-peak). The MtM system described
above for swaps valuation to be used to value futures contracts against AFMA
swap prices.

However the valuation process followed by Energy Finance Group based on daily
SFE settlement prices may be adopted by mutual agreement.

                                      120
<PAGE>

                                   Schedule 5

                          Deed of Indemnity and Release

Form of Deed is attached






















                                      121
<PAGE>
-------------------------------------------------------------------------------

Deed Poll



by

[Company Name]
                                   (ACN [ ])

                                  in favour of

The Officers set out in the Schedule
-------------------------------------------------------------------------------







                                      122
<PAGE>


Date        the                 day of                                  2004

By          [Company name] (Company)

In favour   of The Persons specified in the Schedule, in their capacity as a
            director, secretary or other officer of the Company (each and
            Officer and together the Officers)

-------------------------------------------------------------------------------

Recitals

A.          The Officer has been appointed as director, secretary or other
            officer of the Company, commencing from the Appointment Date.

B.          The Company has agreed to indemnify the Officer.

C.          To the extent that the benefits given to the Officer under this
            Deed Poll are financial benefits, the parties consider they have
            been given on arms' length terms.

This Deed Poll witnesses:
-------------------------------------------------------------------------------
5.   Definitions and Interpretations

5.1  Definitions

"Access Period" means the period from the Appointment Date and ending on the
later of:

(a)         the date which is seven years after the Officer ceased to be a
            Officer of the Company; and

(b)         the date any Relevant Proceedings commenced prior to the date
            referred to in paragraph (a) and notified by the Officer to the
            Company have been finally resolved;

"Appointment Date" means the date on which the Officer became a director,
secretary or other officer of the Company;

"Board Paper" means:

(a)         all board papers;

                                      123
<PAGE>

(b)         minutes of meetings of directors of the Company including minutes
            of meetings of committees of the board; and

(c)         all documents of the Company or to which the Company is a party,
            and papers and documents which are brought into existence or
            referred to at any meeting of directors of the Company during the
            Relevant Period;

"Chairman" means the chairman of the Company;

"Government Agency" means:

(a)         a government, whether foreign, federal, state, territorial or
            local;

(b)         a department, office or minister of a government acting in that
            capacity; or

(c)         a commission, delegate, instrumentality, agency, board, or other
            governmental, semi-governmental, judicial, administrative, monetary
            or fiscal authority, whether statutory or not;

"Relevant Period" means the period during which the Officer is or was a
director, secretary or other officer of the Company;

"Relevant Proceedings" means:

(a)         any hearing, conference, dispute, inquiry or investigation of a
            court, arbitrator, mediator, tribunal, liquidator, receiver,
            receiver and manager, administrator or governmental or
            administrative body; and

(b)         any procedural step, preceding or otherwise relating to such a
            hearing, conference, dispute, inquiry or investigation,

in which the Officer is involved:

(c)         as a party, witness or otherwise; or

(d)         because the Officer was a director, secretary or other officer of
            the Company in the Relevant Period;

5.2         Interpretation

In this Deed Poll unless a contrary intention appears:

(a)         the singular includes the plural and vice versa and reference to a
            gender includes other genders;

(b)         a reference to a document (including this Deed Poll) includes a
            reference to that  document as amended or replaced from time to
            time;

(c)         a reference to a person (including a party) includes:

                                      124
<PAGE>

            (i)   an individual, company, other body corporate, association,
                  partnership, firm, joint venture, trust or Government Agency;

            (ii)  the person's successors, permitted assigns, substitutes,
                  executors and administrators; and

(d)         a reference to a law:

            (i)   includes a reference to any constitutional provision,
                  subordinate legislation, treaty, decree, convention,
                  statute, regulation, rule, ordinance, proclamation,
                  by-law, judgment, rule of common law or equity or rule
                  of any applicable stock exchange;

            (ii)  is a reference to that law as amended, consolidated,
                  supplemented or replaced; and

            (iii) is a reference to any regulation, rule, ordinance,
                  proclamation, by-law or judgment made under that law;

(e)         "Government Agency" means:

            (i)   a government, whether foreign, federal, state, territorial
                  or local;

            (ii)  a department, office or minister of a government acting in
                  that capacity; or

           (iii)  a commission, delegate, instrumentality, agency, board,
                  or other governmental, semi-governmental, judicial,
                  administrative, monetary or fiscal authority, whether
                  statutory or not;

(f)        headings are for convenience only and do not affect interpretation.

(g)        a reference to proceedings includes litigation, arbitration and
           investigation; and

(h)        the word "including" or "includes" means "including but not limited
           to" or "including without limitation".

-------------------------------------------------------------------------------
Release
-------------------------------------------------------------------------------

(a)        Subject to clause 2(b), to the extent permitted by law, the Company
           hereby irrevocably releases each Officer from and against any and
           all causes of action, claims (including, without limitation, claims
           for legal costs), demands, actions, interests (whether legal or
           equitable) arising by way of a trust or otherwise suits or
           proceedings of whatever nature and howsoever and whensoever
           arising, whether or not arising under any statute and whether or not
           actual or contingent which the Company may be entitled to now or in
           the future which relate to or concern an Officer's role as an officer
           of the Company including, without limitation, any action taken by an
           Officer in performance or purported performance of his duties as an
           Officer of the Company.

                                      125
<PAGE>

(b)        Clause 2(a) shall not operate to release an Officer from

           (i)   his/her obligations pursuant to any contract of employment
                 with the Company; or

           (ii)  any cause of action, claim, demand, action, suit or proceeding
                 that is finally determined to have arisen by reason of

                 (A)  the fraud, wilful default or dishonesty of  the Officer;

                 (B)  any conduct by the Officer in breach of the terms of his
                      or her employment agreement or obligations; or

                 (C)  if the Officer is or was at some time an officer of the
                      Company, any conduct by the Officer in breach of the
                      terms of his or her fiduciary duties as an Officer of
                      that Company.
-------------------------------------------------------------------------------
Indemnity
-------------------------------------------------------------------------------

(a)        To the extent permitted by law, the Company indemnifies the Officer
           against all costs, losses and expenses which the Officer incurs, or
           becomes liable to pay, by any reason or any contract entered into or
           act or thing done by him as a director, secretary or other officer
           of the Company in any way in the discharge of the Officer's duties.
           This includes, but is not limited to, indemnity against the costs
           reasonably incurred by the Officer in obtaining independent
           professional advice concerning the Officer's liabilities,
           obligations or duties as a director, secretary or other officer of
           the Company.

(b)        The Officer shall be indemnified out of the assets of the Company
           against any liability incurred by the Officer in defending any
           proceedings, whether civil or criminal, which judgment is given in
           the Officer's favour or in which the Officer is acquitted, or in
           connection with any application under the Corporations Act 2001
           (Cth) in which relief is granted to him by a court.

(c)        Nothing in this clause shall extend to exempt the Officer from, or
           to indemnify the Officer against, the liability to the Company
           where the liability is finally determined to have arisen out of
           conduct involving a lack of good faith.

                                      126
<PAGE>

-------------------------------------------------------------------------------
8.         Return of Board Papers
-------------------------------------------------------------------------------

(a)        Upon the Officer's resignation as a director, secretary or other
           officer of the Company and from time to time thereafter,
           at the direction of the Chairman, the Officer agrees to:

           (i)   return all Board Papers or copies of Board Papers to the
                 Company; or

           (ii)  warrant that all of the Board Papers or copies of Board Papers
                 in  the possession of the Officer have been destroyed.

(b)        The Officer agrees that whilst Board papers or copies of Board
           Papers are in the  Officer's  possession,  they will be treated
           confidentially by the Officer.

-------------------------------------------------------------------------------
9.         Access to Board Papers
-------------------------------------------------------------------------------

(a)        During the Access Period, the Company will allow a Officer to
           inspect or copy Board Papers created in the Relevant Period where
           requested by the Officer in connection with Relevant Proceedings or
           the threat of Relevant Proceedings.

(b)        If the Company is entitled to legal professional privilege in
           respect of any Board Paper, the Officer must not, without the
           Company's prior written consent (not to be unreasonably withheld),
           do anything that will cause the privilege to be waived,
           extinguished or lost or omit to do anything that is necessary to
           avoid that privilege being waived, extinguished or lost.
-------------------------------------------------------------------------------
10.        Insurance
-------------------------------------------------------------------------------

(a)        The Company shall maintain or procure maintenance of a directors'
           and officers' insurance policy for 7 years after the date of this
           Deed Poll which insures the Officer against all claims, threats,
           suits, damages, penalties, liabilities, costs and expenses
           (including, costs and disbursements) incurred, suffered or expended
           by or threatened or brought against the Officer arising out of any
           conduct of the Officer in the course of his/her serving as a
           director, secretary or other officer of the Company except for:

           (i)   any conduct on the part of the Officer involving a lack of good
                 faith;

           (ii)  wilful breach of duty of the Officer in relation to the
                 Company to gain directly or indirectly an advantage for the
                 Officer or for any other person or to cause detriment to
                 the Company;

          (iii)  improper use of information by the Officer as a director,
                 secretary or other officer of the Company; or

                                      127
<PAGE>

          (iv)   improper use of the position of the Officer as a director,
                 secretary or other officer of the Company.

(b)      Notwithstanding clause 7(a), but subject to any prohibition in the
         Corporations Act 2001 (Cth), the Company may, as approved by its
         board of directors, pay all premiums for a contract insuring the
         Officer in respect of liability for costs and expenses incurred by
         the Officer defending proceedings, whether civil or criminal,
         whatever their outcome.

-------------------------------------------------------------------------------
11.      Bar to Action and Covenant Not to Sue
-------------------------------------------------------------------------------

11.1     Bar to action
-------------------------------------------------------------------------------

Subject to the limitation in clause 2(b), the Company agrees that the releases
provided in clause 2(a) may be pleaded as a bar to any action, suit or
proceeding commenced now or taken at any time by the Company or any person on
behalf of the Company with respect to or in any way connected with an Officer's
role as a director, secretary or other officer of the Company.

11.2     Covenant not to sue

Subject to the limitation in clause 2(b), the Company shall not continue or
bring any proceeding against an Officer in respect of any interest, claim or
cause of action which the Company has now or may have had in the past, of
whatsoever nature and however arising, in respect of or in any way connected
with an Officer's role as a director, secretary or other officer of the Company.

-------------------------------------------------------------------------------
12.      General Provisions
-------------------------------------------------------------------------------
12.1     Members' Approval

(a)      The Company acknowledges that its entry into this Deed Poll may
         constitute a benefit given in the retirement of an officer under
         section 200A of the Corporations Act 2001 (Cth).

(b)      The Company warrants that entry into this Deed Poll has been approved
         by its members under section 200E of the Corporations Act 2001 (Cth)
         and does not contravene section 200B of the Corporations
         Act 2001 (Cth).

12.2     Governing law

This Deed Poll is governed by the laws of Victoria.

                                      128
<PAGE>

12.3     Jurisdiction

The Company irrevocably and unconditionally:

(a)      submits to the non-exclusive jurisdiction of the courts of Victoria;
         and

(b)      waives, without limitation, any claim or objection based on absence of
         jurisdiction or inconvenient forum.

12.4     Invalid or unenforceable provisions

If a provision of this Deed Poll is invalid or unenforceable in a jurisdiction:

(a)      it is to be read down or severed in that jurisdiction to the extent of
         the invalidity or unenforceability; and

(b)      that fact does not affect the validity or enforceability of:

         (i)  that provision in another jurisdiction; or

         (ii) the remaining provisions.

Executed as a Deed Poll by:

The Common Seal of              )
[Company]                       )
was fixed to this document      )
in the presence of:             )



---------------------------------      ----------------------------------------
Signature of director                  Signature of director/secretary



---------------------------------      ----------------------------------------
Name of director (please print)        Name of director/secretary (please print)




                                      129
<PAGE>




                              Schedule - Deed Poll





[                                                                            ]














                                      130
<PAGE>


                                   Schedule 6

                           Group Company Shareholdings
<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------
           <S>                         <C>                          <C>                           <C>
           Group Company               Place of Incorporation       Equity Structure            Shareholders

                                                                                           (100% unless indicated
                                                                                                 otherwise)
--------------------------------------------------------------------------------------------------------------------
TXU Australia (No. 1)                 Delaware                   100 shares of            TXU Corp.
Holdings Company                                                 Common Stock,
                                                                 1,000 Cumulative
                                                                 Redeemable
                                                                 Preference Shares
---------------------------------------------------------------------------------------------------------------------
TXU Australia Group Pty               Victoria, Australia        1,601,524,000           TXU Australia (No 1)
Ltd*                                                             ordinary shares         Holdings Company
---------------------------------------------------------------------------------------------------------------------
TXU Australia Holdings                Victoria, Australia        6,698,001               TXU Australia Group
(AGP) Pty Ltd*                                                   ordinary shares         Pty Ltd
---------------------------------------------------------------------------------------------------------------------
TXU Australia (LP) No.1               England and Wales          66,461,000              TXU Australia Group
Limited*                                                         ordinary shares of      Pty Ltd
                                                                 A$1 each and 25
                                                                 ordinary shares of
                                                                 (pound)1 each
---------------------------------------------------------------------------------------------------------------------
TXU Australia (LP) No.2               England and Wales          66,461,000              TXU Australia Group
Limited*                                                         ordinary shares of      Pty Ltd
                                                                 A$1 each and 25
                                                                 ordinary shares of
                                                                 (pound)1 each
---------------------------------------------------------------------------------------------------------------------
TXU Australia Holdings                Victoria, Australia        4,119,011,142           TXU Australia
Pty Ltd*                                                         ordinary shares         Holdings (AGP) Pty
                                                                                         Ltd on behalf of the
                                                                                         TXU Australia
                                                                                         Holdings
                                                                                         (Partnership) Limited
                                                                                         Partnership
---------------------------------------------------------------------------------------------------------------------
TXU Australia Pty Ltd                 Victoria, Australia        1,206,150,000           TXU Australia
                                                                 ordinary shares         Holdings Pty Ltd
---------------------------------------------------------------------------------------------------------------------
Data and Measurement                  Victoria, Australia        1 ordinary share        TXU Electricity Ltd
Solutions Pty Ltd
---------------------------------------------------------------------------------------------------------------------
Joule Resources Pty Ltd               Victoria, Australia        1 ordinary share        TXU Australia Pty Ltd
---------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      131
<PAGE>
<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------
           <S>                         <C>                          <C>                           <C>
           Group Company               Place of Incorporation       Equity Structure            Shareholders

                                                                                        (100% unless indicated
                                                                                                 otherwise)
---------------------------------------------------------------------------------------------------------------------
TXU (No 6) Pty Ltd                    Victoria, Australia        1 ordinary share        TXU Australia Pty Ltd
---------------------------------------------------------------------------------------------------------------------
TXU (No 7) Pty Ltd                    Victoria, Australia        6,000,001                TXU Australia Pty Ltd
                                                                 ordinary shares
---------------------------------------------------------------------------------------------------------------------
TXU (No 8) Pty Ltd                    Victoria, Australia        1 ordinary share        TXU Australia Pty Ltd
---------------------------------------------------------------------------------------------------------------------
TXU (No 9) Pty Ltd                    Victoria, Australia        1 ordinary share        TXU (No.8) Pty Ltd
---------------------------------------------------------------------------------------------------------------------
TXU (No 12) Pty Ltd                   Victoria, Australia        1 ordinary share        TXU Australia
                                                                                         Holdings Pty Ltd
---------------------------------------------------------------------------------------------------------------------
TXU (No 13) Pty Ltd                   Victoria, Australia        5,000,000               TXU Australia Pty Ltd
                                                                 ordinary shares
---------------------------------------------------------------------------------------------------------------------
TXU (No 14) Pty Ltd                   Victoria, Australia        10,000 ordinary         TXU Electricity Ltd
                                                                 shares
---------------------------------------------------------------------------------------------------------------------
TXU Australia                         Queensland,                1 ordinary share        TXU (No 6) Pty Ltd
(Queensland) Pty Ltd                  Australia
----------------------------------------------------------------------------------------------------------------------
TXU Australia Services Pty            Victoria, Australia        1 ordinary share        TXU Australia Pty
Ltd                                                                                      Ltd
---------------------------------------------------------------------------------------------------------------------
TXU Customer Services                 Victoria, Australia        3,800,001               TXU Australia Pty
Pty Ltd                                                          ordinary shares         Ltd
---------------------------------------------------------------------------------------------------------------------
TXU Electricity Ltd                   Victoria, Australia        734,000,005             TXU Australia Pty
                                                                 ordinary shares         Ltd
---------------------------------------------------------------------------------------------------------------------
TXU Gas Storage Pty Ltd               Victoria, Australia        12 ordinary             TXU (No 7) Pty Ltd
                                                                 shares
---------------------------------------------------------------------------------------------------------------------
TXU Home Services Pty                 Victoria, Australia        1 ordinary share        TXU Pty Ltd
Ltd
---------------------------------------------------------------------------------------------------------------------
TXU MEB Holdings Pty                  Victoria, Australia        1 ordinary share        TXU Australia Pty
Ltd                                                                                      Ltd
---------------------------------------------------------------------------------------------------------------------
TXU MEB Pty Ltd                       Victoria, Australia        1 ordinary share        TXU (No 9) Pty Ltd
---------------------------------------------------------------------------------------------------------------------
TXU Networks (Gas) Pty                Victoria, Australia        1 ordinary share        TXU (No 9) Pty Ltd
Ltd
---------------------------------------------------------------------------------------------------------------------
TXU Networks Pty Ltd                  Victoria, Australia        10,000 ordinary         TXU Electricity Ltd
                                                                 shares
---------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      132
<PAGE>

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------
           <S>                         <C>                          <C>                           <C>
           Group Company               Place of Incorporation       Equity Structure            Shareholders

                                                                                         (100% unless indicated
                                                                                                 otherwise)
---------------------------------------------------------------------------------------------------------------------
TXU Pipelines                         Victoria, Australia        2 ordinary shares       TXU Australia LP
Holdings Pty Ltd                                                                         (No.1)Limited -
                                                                                         1share

                                                                                         TXU Australia LP (No.2)
                                                                                         Limited - 1
                                                                                         share
---------------------------------------------------------------------------------------------------------------------
TXU Pipelines Pty                     Victoria, Australia        1 ordinary share        TXU Pipelines
Ltd*                                                                                     Holdings Pty Ltd
---------------------------------------------------------------------------------------------------------------------
TXU SEA Gas SPV1 Pty                  Victoria, Australia        1 ordinary share        TXU Pipelines Pty
Ltd*                                                                                     Ltd
---------------------------------------------------------------------------------------------------------------------
TXU SEA Gas SPV2 Pty                  Victoria, Australia        100 ordinary            TXU Pipelines Pty
Ltd*                                                             shares                  Ltd
---------------------------------------------------------------------------------------------------------------------
TXU Share Plans Pty Ltd               Victoria, Australia        1 ordinary share        TXU Australia Services Pty
                                                                                         Ltd
---------------------------------------------------------------------------------------------------------------------
TXU (South Australia) Pty             Victoria, Australia        125,000,001             TXU Australia Pty
Ltd                                                                                      Ltd
---------------------------------------------------------------------------------------------------------------------
TXU (Tallawarra) Pty Ltd              Victoria, Australia        2 ordinary shares       TXU Australia Pty
                                                                                         Ltd
---------------------------------------------------------------------------------------------------------------------
TXU (Tallawarra Pipelines)            Victoria, Australia        1 ordinary share        TXU (Tallawarra) Pty
Pty Ltd                                                                                  Ltd
---------------------------------------------------------------------------------------------------------------------
TXU Torrens Island Pty                Victoria, Australia        1 ordinary share        TXU Australia Pty
Ltd                                                                                      Ltd
---------------------------------------------------------------------------------------------------------------------
TXU VN Pty Ltd                        Victoria, Australia        1 ordinary share        TXU MEB Pty Ltd
---------------------------------------------------------------------------------------------------------------------
Victoria Networks Pty Ltd             Victoria, Australia        1 ordinary share        TXU VN Pty Ltd
---------------------------------------------------------------------------------------------------------------------
TXU Pty Ltd.                          Victoria, Australia        1 ordinary share        TXU (No 9) Pty Ltd
---------------------------------------------------------------------------------------------------------------------
TXU Australia Holdings                Victoria, Australia        Limited                 LP1 - 49.75%
(Partnership) Limited                                            partnership             LP2 - 49.75%
Partnership*                                                                             TXU ALP - 0.5%

---------------------------------------------------------------------------------------------------------------------
</TABLE>

* Marked entities are an exception to the Warranty in clause 13.3(f) in Schedule
1. These entities have elected to be treated as an entity disregarded as
separate from its respective parent, effective from the date of the Vendor's
direct or indirect initial ownership.



                                      133
<PAGE>
<TABLE>
<CAPTION>
                                   Schedule 7

                    Directors, Secretaries & Public Officers

--------------------------------------------------------------------------------------------------------------------------
         <S>                              <C>                          <C>                         <C>
         Group Company                    Directors                    Secretaries                  Public Officer

--------------------------------------------------------------------------------------------------------------------------
TXU Australia  (No. 1)           Erle Allen Nye                Diane J. Kubin
HoldingsCompany
                                 H. Dan Farell

                                 Eric Henry Peterson

                                 Michael T. McNally
--------------------------------------------------------------------------------------------------------------------------
TXU Australia Group              Steven Montague              Anthony William                Anthony William
Pty Ltd                          Philley                      Kelly                          Kelly

                                 Erle Allen Nye

                                 H. Dan Farell

                                 Eric Henry Peterson
--------------------------------------------------------------------------------------------------------------------------
TXU Australia (LP)               Steven Montague Philley       Anthony William              Anthony William
No.1 Limited                                                   Kelly                        Kelly
                                 Sharbel Raymond Elias
-------------------------------- -----------------------------------------------------------------------------------------
TXU Australia (LP)               Steven Montague               Anthony William              Anthony William
No.2 Limited                     Philley                       Kelly                        Kelly

                                 Sharbel Raymond Elias
--------------------------------------------------------------------------------------------------------------------------
TXU  Australia                   Steven Montague              Anthony William                Anthony William
Holdings  (AGP)                  Philley                      Kelly                          Kelly
Pty Ltd
                                 Sharbel Raymond Elias
--------------------------------------------------------------------------------------------------------------------------
TXU Australia                    Steven Montague              Anthony William                Anthony William
Holdings Pty Ltd                 Philley                      Kelly                          Kelly

                                 Sharbel Raymond Elias
-------------------------------- ----------------------------- ----------------------------- -----------------------------
</TABLE>

                                      134
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
         <S>                              <C>                          <C>                         <C>
         Group Company                    Directors                    Secretaries                  Public Officer

--------------------------------------------------------------------------------------------------------------------------
TXU Australia Pty Ltd            Erle Allen Nye                Anthony William          Anthony William
                                                               Kelly                    Kelly
                                 Graham Jack Inns

                                 John George Onto

                                 Geoffrey Ellison
                                 McIntyre

                                 Steven Montague Philley

                                 H. Dan Farell

                                 Eric Henry Peterson
--------------------------------------------------------------------------------------------------------------------------
Data and Measurement             Steven Montague              Anthony William               Anthony William
Solutions Pty Ltd                Philley                      Kelly                         Kelly

                                 Sharbel Raymond Elias

--------------------------------------------------------------------------------------------------------------------------
TXU (No 6) Pty Ltd               Geoffrey Ellison              Anthony William               Anthony William
                                 McIntyre                      Kelly                         Kelly
                                 Steven Montague Philley
--------------------------------------------------------------------------------------------------------------------------
TXU (No 7) Pty Ltd               Steven Montague                Anthony William              Anthony William
                                 Philley                        Kelly                        Kelly

                                 Sharbel Raymond Elias
--------------------------------------------------------------------------------------------------------------------------
TXU (No 8) Pty Ltd               Steven Montague                Anthony William              Anthony William
                                 Philley                        Kelly                        Kelly
                                 Sharbel Raymond Elias
--------------------------------------------------------------------------------------------------------------------------
TXU (No 9) Pty Ltd               Steven Montague                Anthony William              Anthony William
                                 Philley                        Kelly                        Kelly

                                 Sharbel Raymond Elias
--------------------------------------------------------------------------------------------------------------------------
TXU (No 12) Pty Ltd              Steven Montague                Anthony William              Anthony William
                                 Philley                        Kelly                        Kelly

                                 Sharbel Raymond Elias
--------------------------------------------------------------------------------------------------------------------------
TXU (No 13) Pty Ltd              Steven Montague                Anthony William              Anthony William
                                 Philley                        Kelly                        Kelly

                                 Anthony William
                                 Kelly

                                 Sharbel Raymond Elias
-------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      135
<PAGE>
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------------
         <S>                              <C>                          <C>                         <C>
         Group Company                    Directors                    Secretaries                  Public Officer

-------------------------------------------------------------------------------------------------------------------------
TXU (No 14) Pty Ltd              Steven Montague               Anthony William               Anthony William
                                 Philley                       Kelly                         Kelly

                                 Sharbel Raymond Elias
--------------------------------------------------------------------------------------------------------------------------
TXU Australia                    Geoffrey Ellison              Anthony William               Anthony William
(Queensland) Pty Ltd             McIntyre                      Kelly                         Kelly

                                 Steven Montague
                                 Philley
--------------------------------------------------------------------------------------------------------------------------
TXU Australia                    Steven Montague               Anthony William               Anthony William
Services Pty Ltd                 Philley                       Kelly                         Kelly
                                 Sharbel Raymond Elias
--------------------------------------------------------------------------------------------------------------------------
TXU Customer                     Cheryl Kelly                  Anthony William               Anthony William
Services Pty Ltd                                               Kelly                         Kelly
                                 Anthony William
                                 Kelly
--------------------------------------------------------------------------------------------------------------------------
TXU Electricity                  Steven Montague               Anthony William               Anthony William
Limited                          Philley                       Kelly                         Kelly

                                 Sharbel Raymond Elias

                                 Eric Henry Peterson
--------------------------------------------------------------------------------------------------------------------------
TXU Gas Storage                  Steven Montague               Anthony William               Anthony William
Pty Ltd                          Philley                       Kelly                         Kelly

                                 Sharbel Raymond Elias
--------------------------------------------------------------------------------------------------------------------------
TXU Home Services                Steven Montague               Anthony William               Anthony William
Pty Ltd                          Philley                       Kelly                         Kelly

                                 Sharbel Raymond Elias
--------------------------------------------------------------------------------------------------------------------------
TXU MEB Holdings                 Steven Montague               Anthony William               Anthony William
Pty Ltd                          Philley                       Kelly                         Kelly

                                 Sharbel Raymond Elias
--------------------------------------------------------------------------------------------------------------------------
TXU MEB Pty Ltd                  Steven Montague               Anthony William               Anthony William
                                 Philley                       Kelly                         Kelly

                                 Sharbel Raymond Elias
--------------------------------------------------------------------------------------------------------------------------
TXU Networks (Gas)               Steven Montague               Anthony William               Anthony William
Pty Ltd                          Philley                       Kelly                         Kelly

                                 Sharbel Raymond Elias
--------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      136
<PAGE>
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------------
         <S>                              <C>                          <C>                         <C>
         Group Company                    Directors                    Secretaries                  Public Officer

--------------------------------------------------------------------------------------------------------------------------
TXU Networks                     Steven Montague               Anthony William               Anthony William
Pty Ltd                          Philley                       Kelly                         Kelly

                                 Sharbel Raymond Elias
--------------------------------------------------------------------------------------------------------------------------
TXU Pipelines                    Steven Montague               Anthony William               Anthony William
Holdings Pty Ltd                 Philley                       Kelly                         Kelly

                                 Sharbel Raymond Elias
--------------------------------------------------------------------------------------------------------------------------
TXU Pipelines                    Steven Montague               Anthony William               Anthony William
Pty Ltd                          Philley                       Kelly                         Kelly

                                 Sharbel Raymond Elias
--------------------------------------------------------------------------------------------------------------------------
TXU SEA Gas SPV1                 Steven Montague               Anthony William               Anthony William
Pty Ltd                          Philley                       Kelly                         Kelly

                                 Sharbel Raymond Elias
--------------------------------------------------------------------------------------------------------------------------
TXU SEA Gas SPV2                 Steven Montague               Anthony William               Anthony William
Pty Ltd                          Philley                       Kelly                         Kelly

                                 Sharbel Raymond Elias
--------------------------------------------------------------------------------------------------------------------------
TXU Share Plans Pty              Robert John Saunders          Anthony William               Anthony William
Ltd                                                            Kelly                         Kelly
                                 Anthony William
                                 Kelly
--------------------------------------------------------------------------------------------------------------------------
TXU (South Australia)            Steven Montague               Anthony William               Anthony William
Pty Ltd                          Philley                       Kelly                         Kelly

                                 Sharbel Raymond Elias
--------------------------------------------------------------------------------------------------------------------------
TXU (Tallawarra) Pty             Steven Montague               Anthony William               Anthony William
Ltd                              Philley                       Kelly                         Kelly

                                 Sharbel Raymond Elias
--------------------------------------------------------------------------------------------------------------------------
TXU (Tallawarra                  Steven Montague               Anthony William               Anthony William
Pipelines) Pty Ltd               Philley                       Kelly                         Kelly

                                 Sharbel Raymond Elias
--------------------------------------------------------------------------------------------------------------------------
TXU Torrens Island               Steven Montague               Anthony William               Anthony William
Pty Ltd                          Philley                       Kelly                         Kelly

                                 Sharbel Raymond Elias
--------------------------------------------------------------------------------------------------------------------------
TXU VN Pty Ltd                   Steven Montague               Anthony William               Anthony William
                                 Philley                       Kelly                         Kelly
                                 Sharbel Raymond Elias
--------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      137
<PAGE>
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------------
         <S>                              <C>                          <C>                         <C>
         Group Company                    Directors                    Secretaries                  Public Officer

--------------------------------------------------------------------------------------------------------------------------
Victoria Networks Pty            Steven Montague                Anthony William                 Anthony William
Ltd                              Philley                        Kelly                           Kelly

                                 Sharbel Raymond Elias
--------------------------------------------------------------------------------------------------------------------------
TXU Pty Ltd                      Steven Montague                 Anthony William                Anthony William
                                 Philley                         Kelly                          Kelly

                                 Sharbel Raymond Elias
--------------------------------------------------------------------------------------------------------------------------
</TABLE>






                                      138
<PAGE>

                                   Schedule 8

                               Material Contracts

o        Master Hedge Agreement between TXU Electricity Limited and Ecogen
         Energy Pty Ltd dated 6 May 1999.

o        Casino Term Sheet between Santos Limited, Peedamullah Petroleum Pty Ltd
         and TXU Electricity Limited dated 11 August 2003.

o        Gas Sale and Purchase Agreement between BHP Billiton Petroleum (Bass
         Strait) Pty Ltd and Esso Australia Resources Pty Ltd and TXU
         Electricity Limited dated 17 December 2003.

o        2002 Iona Gas Sales Agreement between Santos (BOL) Pty Ltd and
         TXU Electricity Limited dated 29 May 2002.

o        Optima Energy 2000 Gas Sale Agreement between Terra Gas Trader Pty Ltd
         and Optima Energy Pty Ltd dated 30 March 2000.

o        Gas Supply Agreement between TXU Electricity Limited and Woodside
         Energy dated 15 April 2004.

o        Sub-sales Agreement between Gascor Pty Ltd and TXU Pty Ltd dated
         14 August 1998.

o        Master Agreement between Gascor, Energy 21 Pty Ltd, Ikon Energy Pty
         Ltd and Kinetik Energy Pty Ltd and Gas Release Co. Pty Ltd dated
         23 December 1998.

o        Gas Sale and Purchase Agreement between BHP Billiton Petroleum (Bass
         Strait) Pty Ltd and Esso Australia Resources Pty Ltd and TXU
         Electricity Limited dated 2 September 2003.

o        Network Services Alliance Agreement between TXU Networks Pty Ltd, TXU
         Networks (Gas) Pty Ltd, TXU Electricity Limited, Tenix Alliance Pty Ltd
         and Tenix Pty Ltd dated 4 June 2003.

o        Port Campbell to Adelaide Gas Haulage Agreement between South East
         Australia Gas Pty Ltd (as agent for the OE SEA Gas SPV2 Pty Ltd, OE SEA
         Gas SPV3 Pty Ltd, ANP SEA Gas SPV2 Pty Ltd, ANP SEA Gas SPV3 Pty Ltd,
         TXU SEA Gas SPV1 Pty Ltd, TXU SEA Gas SPV2 Pty Ltd, being the partners
         in the SEA Gas Partnership) and TXU Electricity Limited dated 10 April
         2003.

o        TIPSA Plant Lease TIPSA Land Lease, TIPSB Plant Lease, TIPSB Land Lease
         and Area 3 Land Lease between the Treasurer of South Australia,
         Generation Lessor Corporation (a South Australian Statutory
         Corporation), TXU (South Australia) Pty Ltd and TXU Electricity Limited
         dated 6 June 2000.




                                      139
<PAGE>




                                   Schedule 9

                                 Vendor Opinions

Legal opinions (subject to customary assumptions, exclusions and
qualifications), to be provided by one or more counsel for the Vendor at
Completion:

(a)          The Vendor and the Company are duly organized and validly existing
             under the laws of their respective jurisdictions of incorporation.
             The Company has the corporate power and authority to conduct its
             business as it is presently being conducted, and to own, operate
             and lease its assets.

(b)          The Vendor has the corporate power and authority to enter into and
             perform its obligations under the Agreement. The execution,
             delivery and performance of the Agreement, and the consummation of
             the transactions contemplated thereby have been duly authorized by
             all necessary corporate action on the part of the Vendor. The
             Agreement has been duly executed and delivered by the Vendor, and
             the Agreement constitutes a valid and binding obligation of the
             Vendor, enforceable against the Vendor in accordance with its
             respective terms, except to the extent that enforcement is limited
             by the insolvency laws or principles of public policy.

(c)          The execution and delivery of the Agreement and the consummation of
             the transactions contemplated thereby, including, without
             limitation, the redemption of the Company Preferred Stock and the
             conversion of the Company into a Delaware limited liability
             company, do not (i) result in a breach or violation of any
             provision of the organizational documents of Vendor or the Company
             or (ii) result in a violation of any applicable U.S. statute, rule
             or regulation.

(d)          All of the issued and outstanding membership interests in the
             Company are owned of record by the Vendor. All of the membership
             interests of the Company have been duly authorized and validly
             issued and are fully paid and non-assessable. To the best of our
             knowledge, there are no contracts relating to the issuance, sale,
             voting, redemption or transfer of the membership interests of the
             Company.

(e)          Upon delivery to the Purchaser of certificates evidencing the Sale
             Shares endorsed to the Purchaser or in blank and payment therefor
             by the Purchaser pursuant to the Agreement, the Purchaser will
             acquire the Sale Shares free of any adverse claim under the Uniform
             Commercial Code in effect in the State of Delaware. In rendering
             the foregoing opinion such counsel may assume that the Purchaser
             takes delivery of the Sale Shares without notice of any adverse
             claim and that any endorsement is effective.

(f)          Except as to section 9(a)(2), 32 and 33 of the Public Utility
             Holding Company Act of 1935 ("PUHCA"), each of the Vendor, and each
             Group Company, is not subject to, or is exempt from, regulation as
             an "electric utility company", a "gas utility company", a
             "public-utility company", a "holding company" or a "subsidiary
             company" of a "holding company", as such terms are defined within
             the meaning of PUHCA.

                                      140
<PAGE>

(g)          Each Group Company that owns or operates facilities used for:
             (a) the generation, transmission, or distribution of electric
             energy for sale (other than sale to tenants or to employees of the
             company operating such facilities for their own use and not for
             resale), or (b) the distribution at retail of natural or
             manufactured gas for heat, light or power (other than distribution
             only in enclosed portable containers, or distribution to tenants
             or employees of the company operating such facilities for their
             own use and not fore resale), is either a "foreign utility company"
             ("FUCO") within the meaning of Section 33 of PUHCA and the
             regulations promulgated thereunder, or an exempt wholesale
             generator ("EWG") within the meaning of Section 32 of PUHCA and
             the regulations promulgated thereunder (together such Group
             Companies that are FUCOs or EWGs are referred to as the
             "PUHCA-Exempt Group Companies").

(h)          Each of the PUHCA-Exempt Group Companies has filed or caused to be
             filed with the United States Securities and Exchange Commission
             ("SEC") (in the case of PUHCA Exempt Group Companies that are
             FUCOs) or the United States Federal Energy Regulatory Commission
             (in the case of PUHCA Exempt Group Companies that are EWGs), all
             material forms, statements, reports and documents (including all
             exhibits, amendments and supplements thereto) required to be filed
             to maintain status as a FUCO or EWG, as applicable.






                                      141
<PAGE>




                                   Schedule 10

                            Intercompany Obligations


TXU ALP subordinated debt payable to the Vendor         $413,000,000

TXU SEAGas subordinated debt payable to the Vendor       $113,400,000
                                                    plus accrued interest











                                      142
<PAGE>





                                   Schedule 11

                                Consent Contracts

Change of Control Contracts

o        Master Hedge Agreement between TXU Electricity Limited and Ecogen
         Energy Pty Ltd dated 6 May 1999.

o        Gas Sale and Purchase Agreement between BHP Billiton Petroleum (Bass
         Strait) Pty Ltd and Esso Australia Resources Pty Ltd and TXU
         Electricity Limited dated 17 December 2003.

o        Optima Energy 2000 Gas Sale Agreement between Terra Gas Trader Pty Ltd
         and Optima Energy Pty Ltd dated 30 March 2000.

o       Sub-sales Agreement between Gascor Pty Ltd and TXU Pty Ltd dated
        14 August 1998.

o        Master Agreement between Gascor, Energy 21 Pty Ltd, Ikon Energy Pty Ltd
         and Kinetik Energy Pty Ltd and Gas Release Co. Pty Ltd
         dated 23 December 1998.

o        Gas Sale and Purchase Agreement between BHP Billiton Petroleum (Bass
         Strait) Pty Ltd and Esso Australia Resources Pty Ltd and TXU
         Electricity Limited dated 2 September 2003.

o        Casino Term Sheet between Santos Limited, Peedamullah Petroleum Pty Ltd
         and TXU Electricity Limited dated 11 August 2003.

o        2002 Iona Gas Sales Agreement between Santos (BOL) Pty Ltd and TXU
         Electricity Limited dated 29 May 2002.

o        Otway Gas Sales Agreement between Woodside Energy Ltd and TXU
         Electricity Limited dated 14 April 2004

o        Fuel Supply Agreement between Kinetik Energy Pty Ltd and AES Transpower
         dated 7 May 1999

o        Common Terms Deed Amendment and Restatement Deed regarding SEAGas
         financing dated 10 April 2003





                                      143
<PAGE>





                                   Annexure 1

                                    Accounts

















                                      144
<PAGE>



                                   Annexure 2

                                 Data Room Index






















                                      145
<PAGE>


                                   Annexure 3

                               Purchaser Opinions

Legal opinions (subject to customary assumptions, exclusions and qualifications)
to be provided by one or more counsel for the Purchaser at the Purchaser's
Guarantor at Completion:

(a)          The Purchaser is a company duly incorporated and validly existing
             under the laws of Victoria.

(b)          The Purchaser's Guarantor is a company duly incorporated and
             validly existing under the laws of Singapore.

(c)          The Purchaser and the Purchaser's Guarantor each has the corporate
             power and authority to enter into and perform its obligations under
             the Share Sale Agreement to which it is a party and has taken all
             necessary corporate action to authorise the execution of the Share
             Sale Agreement.

(d)          The Share Sale Agreement constitutes valid and legally binding
             obligations of the Purchaser and the Purchaser's Guarantor under
             the laws of Victoria and Singapore, respectively, to the extent
             that such laws apply thereto and to the extent that the Share Sale
             Agreement is otherwise valid, legally binding and enforceable on
             the relevant parties.

(e)          The execution and delivery of the Share Sale Agreement by the
             Purchaser and the Purchaser's Guarantor will not contravene any
             provisions of the constitution of the Purchaser or the memorandum
             and articles of association of the Purchaser's Guarantor or violate
             or contravene any provisions of any applicable statute, rule or
             regulation of Victoria or Singapore (as the case may be) applicable
             to companies generally.

(f)          It is not necessary:

             (i)   in order to ensure the validity, enforceability or
                   admissibility in evidence of the Share Sale Agreement that
                   it be filed, recorded or enrolled with any official,
                   judicial or governmental authority or agency of, or in,
                   Victoria or Singapore; and

            (ii)   that the Share Sale Agreement be stamped with any stamp or
                   similar transaction tax of or in Victoria or Singapore.

(g)          The choice of the laws of the State of Victoria, Australia to
             govern the Share Sale Agreement is a valid choice of laws.

(h)          The submission of the Purchaser and the Purchaser's Guarantor,
             pursuant to the Share Sale Agreement, to the jurisdiction of the
             courts of Victoria is legal, valid and binding on the Purchaser and
             the Purchaser's Guarantor.

(i)          No consent, licence, approval or authorisation of or declaration by
             or notice to any governmental authority or agency of or in
             Singapore is necessary to ensure that the Share Sale Agreement is
             legal, valid and binding or to ensure the admissibility in evidence
             of the Share Sale Agreement in Victoria or Singapore.

                                      146