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                                                                     EXHIBIT 10A

                                                                [CONFORMED COPY]

                           THIRD AMENDMENT
                         TO CREDIT AGREEMENT

         This THIRD AMENDMENT, dated as of April 24, 2002, (this "Amendment") is
made to that certain FIVE-YEAR SECOND AMENDED AND RESTATED COMPETITIVE ADVANCE
AND REVOLVING CREDIT FACILITY AGREEMENT, dated as of February 25, 2000 and
amended as of February 23, 2001 and February 22, 2002 (as amended, the "Credit
Agreement"), among TXU CORP., a Texas corporation ("TXU"), and TXU US HOLDINGS
COMPANY (formerly "TXU Electric Company"), a Texas corporation and a wholly
owned subsidiary of TXU ("Holdings" and, together with TXU, the "Borrowers", and
each individually, a "Borrower"); the Lenders party thereto (the "Lenders"); and
JPMORGAN CHASE BANK (formerly "The Chase Manhattan Bank"), as Competitive
Advance Facility Agent (in such capacity, the "CAF Agent"), as administrative
agent for the Lenders (in such capacity, the "Administrative Agent"; and,
together with the CAF Agent, the "Agents") and as fronting bank for the Letters
of Credit issued thereunder (in such capacity, the "Fronting Bank").

                        PRELIMINARY STATEMENT:

         The Borrowers, the Lenders, the Agents and the Fronting Bank previously
entered into the Credit Agreement. The Borrowers have requested that the
Lenders, the Agents and the Fronting Bank agree to the amendment of the Credit
Agreement as set forth herein, and the Lenders, the Agents and the Fronting Bank
have agreed to such request, subject to the terms and conditions of this
Amendment. Therefore, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:

         SECTION 1.  Definitions. Capitalized terms used but not defined herein
have the meanings assigned to such terms in the Credit Agreement.

         SECTION 2.  Amendment.  Subject to the satisfaction of the conditions
precedent set forth in Section 3 hereof, the Credit Agreement is hereby amended
as follows:

         (a) The definition of "Consolidated Earnings Available for Fixed
Charges" set forth in Section 1.01 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                  "Consolidated Earnings Available for Fixed Charges" for any
         twelve-month period shall mean (i) consolidated net income, calculated
         after deducting preferred stock dividends and preferred securities
         distributions of Subsidiaries, but before any extraordinary items and
         before the effect in such twelve-month period of any change in
         accounting principles promulgated by the Financial Accounting Standards
         Board becoming effective after December 31, 2001, less (ii) allowances
         for equity funds used during construction to the extent that such
         allowances, taken as a whole, increased such consolidated net income,
         plus (iii) provisions for Federal income taxes, to the extent that such
         provisions, taken as a whole, decreased such consolidated net income,
         plus

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         (iv) Consolidated Fixed Charges, all determined for such twelve-month
         period with respect to TXU and its Consolidated Subsidiaries on a
         consolidated basis; provided, however, that in computing Consolidated
         Earnings Available for Fixed Charges for any twelve-month period the
         following amounts shall be excluded to the extent otherwise included
         pursuant to the foregoing: (A) the effect of any regulatory
         disallowances resolving fuel or other issues in any proceeding before
         the Commission or the Railroad Commission of Texas in an aggregate
         amount not to exceed $100,000,000, (B) any non-cash book losses
         relating to the sale or write-down of assets, (C) one-time costs of up
         to $100,000,000 incurred in connection with the restructuring of
         certain subsidiaries of TXU in connection with the 1999 Texas electric
         industry restructuring legislation (as described in TXU's filings with
         the SEC) and (D) up to $100,000,000 of costs incurred in connection
         with write-offs relating to the regulatory settlement plan, initially
         filed with the Commission on December 31, 2001, of TXU Electric and
         certain of its Subsidiaries (as described in TXU's filings with the
         SEC).

         (b) The definition of "Equity-Linked Securities" set forth in Section
1.01 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:

                  "Equity-Linked Securities" shall mean units, however
         denominated, consisting of (i) contracts to purchase common stock of
         TXU and (ii) (A) debt or preferred securities of TXU or a Subsidiary of
         TXU, provided, that such debt or preferred securities may not contain
         provisions permitting them to be put to TXU or such Subsidiary prior to
         the settlement of the related purchase contract or portion thereof or
         (B) U.S. Treasury securities.

         (c) The definition of "First Mortgage" set forth in Section 1.01 of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:

                  "First Mortgage" shall mean (i) the Oncor Mortgage, (ii) any
         mortgage and deed of trust entered into by Oncor in order to refund or
         replace, or in substitution for, the Oncor Mortgage, and (iii) if and
         for so long as any first mortgage bonds are issued and outstanding
         under the Oncor Mortgage, any other indenture or instrument of Oncor
         pursuant to which Oncor issues debt securities secured directly or
         indirectly by (A) the Lien created by the Oncor Mortgage and/or (B) any
         property of Oncor.

         (d) The following definition is hereby added to Section 1.01 of the
Credit Agreement:

                  "Oncor" shall mean Oncor Electric Delivery Company, a Texas
         corporation.

         (e) The definition of "TXU Electric Mortgage" set forth in Section 1.01
of the Credit Agreement is hereby amended and restated in its entirety to read
as follows:

                  "Oncor Mortgage" shall mean the Mortgage and Deed of Trust,
         dated as of December 1, 1983, from TXU Electric Company to Irving Trust
         Company (now The Bank of New York), Trustee, as amended and
         supplemented from time to time and as assumed by Oncor.

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         (f) The definition of "Operating Agreements" set forth in Section 1.01
of the Credit Agreement is hereby amended and restated in its entirety to read
as follows:

                  "Operating Agreements" shall mean (i) the Operating Agreement,
         dated April 28, 1978, as amended by the Modification of Operating
         Agreement, dated April 20, 1979, among TXU Mining and TXU Electric
         (successor to Dallas Power & Light Company, Texas Electric Service
         Company and Texas Power & Light Company) and TXU Energy Company LLC,
         TXU Energy Retail Company LP and TXU Generation Company LP (pursuant to
         the Assumption Agreement, dated December 31, 2001, by and among TXU
         Electric, TXU Energy Company LLC, TXU Energy Retail Company LP and TXU
         Generation Company LP) (the "TXU Mining Operating Agreement"), and as
         it may be amended from time to time, or (ii) the Operating Agreement,
         dated December 15, 1976, between TXU Fuel and Dallas Power & Light
         Company, Texas Electric Service Company and Texas Power & Light Company
         (the "TXU Fuel Operating Agreement"), as it may be amended from time to
         time; provided, that no amendment of the TXU Mining Operating Agreement
         or the TXU Fuel Operating Agreement shall increase the scope of any
         Lien permitted under Section 5.10(j).

         (g) The definition of "Subsidiary Borrower Earnings Available for Fixed
Charges" set forth in Section 1.01 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                  "Subsidiary Borrower Earnings Available for Fixed Charges" for
         any twelve-month period for any Subsidiary Borrower shall mean (i)
         consolidated net income, calculated after deducting preferred stock
         dividends and preferred securities distributions of Subsidiaries, but
         before any extraordinary items and before the effect in such
         twelve-month period of any change in accounting principles promulgated
         by the Financial Accounting Standards Board becoming effective after
         December 31, 2001, less (ii) allowances for equity funds used during
         construction to the extent that such allowances, taken as a whole,
         increased such consolidated net income, plus (iii) provisions for
         Federal income taxes, to the extent that such provisions, taken as a
         whole, decreased such consolidated net income, plus (iv) Subsidiary
         Borrower Fixed Charges, all determined for such twelve-month period
         with respect to such Subsidiary Borrower and its Subsidiaries on a
         consolidated basis; provided, however, that in computing Subsidiary
         Borrower Earnings Available for Fixed Charges for any twelve-month
         period the following amounts shall be excluded to the extent otherwise
         included pursuant to the foregoing: (A) the effect of any regulatory
         disallowances resolving fuel or other issues in any proceeding before
         the Commission or the Railroad Commission of Texas in an aggregate
         amount not to exceed $100,000,000, (B) any non-cash book losses
         relating to the sale or write-down of assets, (C) one-time costs of up
         to $100,000,000 incurred in connection with the restructuring of
         certain subsidiaries of TXU in connection with the 1999 Texas electric
         industry restructuring legislation (as described in TXU's filings with
         the SEC) and (D) up to $100,000,000 of costs incurred in connection
         with write-offs relating to the regulatory settlement plan, initially
         filed with the Commission on December 31, 2001, of TXU Electric and
         certain of its Subsidiaries (as described in TXU's filings with the
         SEC).

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         (h) The definition of "TXU" set forth in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:

                  "TXU" shall mean TXU Corp., a Texas corporation.

         (i) The definition of "TXU Electric" set forth in Section 1.01 of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:

                  "TXU Electric" shall mean TXU US Holdings Company, a Texas
         corporation (formerly TXU Electric Company).

         (j) The definition of "TXU Mining" set forth in Section 1.01 of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:

                  "TXU Mining" shall mean TXU Mining Company LP, a Texas limited
         partnership, and its successors.

         (k) The definition of "U.K. Facility Agreements" set forth in Section
1.01 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:

                  "U.K. Facility Agreements" shall mean the Amended and Restated
         Facilities Agreements with respect to a (pound)900 million term
         facility, a (pound)230 million revolving credit facility and a
         (pound)600 million revolving credit facility, each dated November 19,
         2001, among TXU Europe Limited, the lenders parties thereto and certain
         other parties named therein, as amended, modified or supplemented from
         time to time.

         (l) Section 5.10 of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:

                  SECTION 5.10. Limitation on Liens.

                  Neither TXU nor any Significant Subsidiary will create or
         assume or permit to exist any Lien in respect of any property or assets
         of any kind (real or personal, tangible or intangible) of TXU or any
         Significant Subsidiary, or sell any such property or assets subject to
         an understanding or agreement, contingent or otherwise, to repurchase
         such property or assets, or sell, or permit any Significant Subsidiary
         to sell, any accounts receivable; provided that the provisions of this
         Section shall not prevent or restrict the creation, assumption or
         existence of:

                           (a)      any Lien in respect of any such property or
                  assets of any Significant Subsidiary to secure indebtedness
                  owing by it to TXU or any Wholly Owned Subsidiary of TXU; or

                           (b)      Liens (including capital leases) in respect
                  of property acquired by TXU or any Significant Subsidiary, to
                  secure the purchase price, or the cost of construction and
                  development, of such property (or to secure indebtedness
                  incurred prior to, at the time of, or within 120 days after
                  the later of the acquisition of such property and the
                  commencement of operating of such property

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                  for the purpose of financing the acquisition, or the cost of
                  construction and development, of such property), or Liens
                  existing on any such property at the time of acquisition of
                  such property by TXU or such Significant Subsidiary, whether
                  or not assumed, or any Lien in respect of property of any
                  person existing at the time such person becomes a Subsidiary
                  of TXU; or agreements to acquire any property or assets under
                  conditional sale agreements or other title retention
                  agreements, or capital leases in respect of any other
                  property; provided, that

                                    (A)   the aggregate principal amount of
                           Indebtedness secured by all Liens in respect of any
                           such property shall not exceed the cost (as
                           determined by the Board of Directors or analogous
                           governing body of TXU or such Significant Subsidiary,
                           as the case may be) of such property at the time of
                           acquisition thereof (or (x) in the case of property
                           covered by a capital lease, the fair market value, as
                           so determined, of such property at the time of such
                           transaction, or (y) in the case of a Lien in respect
                           of property existing at the time such person becomes
                           a Subsidiary of TXU the fair market value, as so
                           determined of such property at such time), and

                                    (B)   at the time of the acquisition of the
                           property by TXU or such Significant Subsidiary, or at
                           the time such person becomes a Subsidiary of TXU, as
                           the case may be, every such Lien shall apply and
                           attach only to the property originally subject
                           thereto and fixed improvements constructed thereon;
                           or

                           (c)      refundings or extensions of any Lien
                  permitted in the foregoing paragraph (b) for amounts not
                  exceeding the principal amount of the Indebtedness so refunded
                  or extended or the fair market value (as determined by the
                  Board of Directors (or analogous governing body) of TXU or
                  such Significant Subsidiary, as the case may be) of the
                  property theretofore subject to such Lien, whichever shall be
                  lower, in each case at the time of such refunding or
                  extension; provided, that such Lien shall apply only to the
                  same property theretofore subject to the same and fixed
                  improvements constructed thereon; or

                           (d)      sales subject to understandings or
                  agreements to repurchase; provided that the aggregate sales
                  price for all such sales (other than sales to any
                  governmental instrumentality in connection with such
                  instrumentality's issuance of indebtedness, including without
                  limitation industrial development bonds and pollution control
                  bonds, on behalf of TXU or any Significant Subsidiary) made
                  in any one calendar year shall not exceed $50,000,000; or

                           (e)      any production payment or similar interest
                  which is dischargeable solely out of natural gas, coal,
                  lignite, oil or other mineral to be produced from the
                  property subject thereto and to be sold or delivered by TXU
                  or any Significant Subsidiary; or

                           (f)      any Lien, including in connection with
                  sale-leaseback transactions, created or assumed by any
                  Significant Subsidiary on natural gas, coal, lignite, oil

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                  or other mineral properties or nuclear fuel owned or leased by
                  such Subsidiary, to secure loans to such Subsidiary in an
                  aggregate amount not to exceed $400,000,000; provided, that
                  neither TXU nor any Subsidiary of TXU shall assume or
                  guarantee such financings; or

                           (g)      any Lien (whenever incurred) on assets owned
                  by TXU or any Subsidiary thereof as of April 24, 2002 and any
                  fuel, operating and maintenance or similar contract related
                  thereto securing Indebtedness of TXU or such Subsidiary in an
                  aggregate amount not to exceed 10% of the consolidated assets
                  of TXU; or

                           (h)      leases (other than capital leases) now or
                  hereafter existing and any renewals and extensions thereof
                  under which TXU or any Significant Subsidiary may acquire or
                  dispose of any of its property, subject, however, to the terms
                  of Section 5.09; or

                           (i)      any Lien created or to be created by the
                  First Mortgage; or

                           (j)      any Lien on the rights of the TXU Mining or
                  TXU Fuel existing under their respective Operating Agreements;
                  or

                           (k)      pledges or sales by TXU or any of its
                  Subsidiaries (other than TXU Electric)  of its accounts
                  receivable including customers' installment paper; or

                           (l)      the pledge of current assets, in the
                  ordinary course of business, to secure current liabilities; or

                           (m)      Permitted Encumbrances; or

                           (n)      Permitted Security Interests (as such term
                  is defined in the U.K. Facility Agreement) created by any
                  Significant Subsidiary subject to the U.K. Facility Agreement;
                  or

                           (o)      the Liens in favor of the Administrative
                  Agent on funds in the Cash Collateral Account and on the Cash
                  Collateral Account to secure the reimbursement obligations in
                  respect of Letters of Credit and comparable Liens created to
                  secure reimbursement obligations for other letters of credit
                  issued for the account of any Borrower or any of its
                  Subsidiaries; or

                           (p)      any Lien incurred in connection with the
                  issuance of Qualified Transition Bonds.

         (m) Subsection (f) of Article VI of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:

                  (f)      TXU shall no longer own, directly or indirectly, all
the outstanding common stock of TXU Electric (or any successor);

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         (n) Section 8.04(b) is hereby amended so that each reference to
"$15,000,000" therein shall be amended to be a reference to "$5,000,000".

         SECTION 3.  Conditions of Effectiveness. Section 2 of this Amendment
shall become effective as of the date first set forth above (the "Amendment
Date") when each of the following conditions shall have been fulfilled:

              (i)    the Required Lenders, TXU and Holdings shall each have
         executed and delivered to the Administrative Agent a counterpart of
         this Amendment;

              (ii)   the following statements shall be true and correct and the
         Administrative Agent shall have received a certificate of a duly
         authorized officer of TXU, dated the Amendment Date and in sufficient
         copies for each Lender, stating that:

                     (A) the representations and warranties of each Borrower set
              forth in Section 4 hereof are true and correct on and as of the
              Amendment Date as though made on and as of such date; and

                     (B) no event has occurred and is continuing that
              constitutes a Default or an Event of Default.

         SECTION 4.  Representations and Warranties. Each Borrower represents
and warrants that (a) the representations and warranties contained in Article
III of the Credit Agreement (with each reference therein to "this Agreement",
"hereunder" and words of like import referring to the Credit Agreement being
deemed to be a reference to this Amendment and the Credit Agreement as amended
hereby) are true and correct on and as of the Amendment Date as though made on
and as of such date, and (b) no event has occurred and is continuing, or would
result from the execution and delivery of this Amendment, that constitutes a
Default or an Event of Default.

         SECTION 5.  Effect on the Credit Agreement. Except as specifically
provided above, the Credit Agreement shall continue to be in full force and
effect and is hereby in all respects ratified and confirmed. The execution,
delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of the
Lenders, the Agents or the Fronting Bank under the Credit Agreement, nor
constitute a waiver of any provision of the Credit Agreement.

         SECTION 6.  Costs, Expenses and Taxes. The Borrowers agree jointly and
severally to pay on demand all costs and expenses of the Administrative Agent in
connection with the preparation, execution and delivery of this Amendment and
the other instruments and documents to be delivered hereunder, including,
without limitation, the reasonable fees and out-of-pocket expenses of counsel
for the Administrative Agent with respect thereto, and all costs and expenses
(including, without limitation, counsel fees and expenses), if any, in
connection with the enforcement (whether through negotiations, legal proceedings
or otherwise) of this Amendment or such other instruments and documents. In
addition, the Borrowers agree jointly and severally to pay any and all stamp and
other taxes payable or determined to be payable in connection with the execution
and delivery of this Amendment and the other instruments and documents to be
delivered hereunder, and agree jointly and severally to save the Agents, the
Fronting Bank and the Lenders harmless from and against any and all liabilities
with respect to or resulting from any

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delay in paying or omission to pay such taxes.

         SECTION 7.  Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument.

         SECTION 8.  Governing Law. This Amendment shall be governed by, and
construed in accordance with, the internal laws of the State of the New York.

                           [Signature pages to follow]

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                                                                            S-1

                                     TXU CORP.

                                     By   /s/ Kirk R. Oliver
                                        ----------------------------------------
                                        Name:  Kirk R. Oliver
                                        Title: Treasurer and Assistant Secretary

                                     TXU US HOLDINGS COMPANY

                                     By   /s/ Kirk R. Oliver
                                        ----------------------------------------
                                        Name:  Kirk R. Oliver
                                        Title: Treasurer and Assistant Secretary

Signature Page to Third Amendment to Five-Year Second Amended and Restated
                Competitive Advance and Revolving Credit Facility

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                                      JPMORGAN CHASE BANK

                                      By   /s/ Robert W. Traband
                                         ---------------------------------------
                                         Name:   Robert W. Traband
                                         Title:  Vice President

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                Competitive Advance and Revolving Credit Facility

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                                     ABN AMRO BANK N.V.

                                     By   /s/ Thomas J. Sterr
                                        ----------------------------------------
                                        Name:  Thomas J. Sterr
                                        Title:  Vice President

                                     By   /s/ Frank T.J. van Deur
                                        ----------------------------------------
                                        Name:  Frank T.J. van Deur
                                        Title: Assistant Vice President

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                Competitive Advance and Revolving Credit Facility

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                Competitive Advance and Revolving Credit Facility

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                                     BNP PARIBAS

                                     By   /s/ Mark A. Renaud
                                        ----------------------------------------
                                        Name:  Mark A. Renaud
                                        Title: Managing Director

                                     By   /s/ Andrew Platt
                                        ----------------------------------------
                                        Name:  Andrew Platt
                                        Title: Vice President

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                Competitive Advance and Revolving Credit Facility

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                                     BARCLAYS BANK PLC

                                     By   /s/ Sydney G. Dennis
                                        ----------------------------------------
                                        Name:  Sydney G. Dennis
                                        Title: Director

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                Competitive Advance and Revolving Credit Facility

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                                     CITIBANK, NA

                                     By   /s/ Stuart J. Glen
                                        ----------------------------------------
                                        Name:  Stuart J. Glen
                                        Title: Vice President

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                Competitive Advance and Revolving Credit Facility

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                                     COMMERZBANK AG, NEW YORK AND
                                     GRAND CAYMAN BRANCHES

                                     By   /s/ Harry P. Yergey
                                        ----------------------------------------
                                        Name:  Harry P. Yergey
                                        Title: SVP & Manager

                                     By   /s/ Subash R. Viswanathan
                                        ----------------------------------------
                                        Name:  Subash R. Viswanathan
                                        Title: Senior Vice President

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                Competitive Advance and Revolving Credit Facility

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                                     CREDIT LYONNAIS NEW YORK BRANCH

                                     By   /s/ Bernard Weymuller
                                        ----------------------------------------
                                        Name:  Bernard Weymuller
                                        Title: Senior Vice President

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                Competitive Advance and Revolving Credit Facility

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                                     CREDIT SUISSE FIRST BOSTON

                                     By   /s/ Paul L.Colon
                                        ----------------------------------------
                                        Name:  Paul L.Colon
                                        Title: Vice President

                                     By   /s/ Vanessa Gomez
                                        ----------------------------------------
                                        Name:  Vanessa Gomez
                                        Title: Associate

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                Competitive Advance and Revolving Credit Facility

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                                     WACHOVIA BANK, NATIONAL ASSOCIATION,
                                     formerly known as FIRST UNION NATIONAL
                                     BANK

                                     By   /s/ Rotcher Watkins
                                        ----------------------------------------
                                        Name:  Rotcher Watkins
                                        Title: Managing Director

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                Competitive Advance and Revolving Credit Facility

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                                     GUARANTY FEDERAL BANK, FSB

                                     By   /s/ Jim R. Hamilton
                                        ----------------------------------------
                                        Name:  Jim R. Hamilton
                                        Title: Senior Vice President

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                Competitive Advance and Revolving Credit Facility

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                                     LEHMAN COMMERCIAL PAPER INC.

                                     By   /s/ Michele Swanson
                                        ----------------------------------------
                                        Name:  Michele Swanson
                                        Title: Authorized Signatory

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                Competitive Advance and Revolving Credit Facility

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                                     MERRILL LYNCH CAPITAL CORP

                                     By   /s/ Michael E. O'Brien
                                        ----------------------------------------
                                        Name:  Michael E. O'Brien
                                        Title: Vice President

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                Competitive Advance and Revolving Credit Facility

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                                     NATIONAL AUSTRALIA BANK LIMITED
                                     A.C.N. 004044937

                                     By   /s/ Michael Lorusso
                                        ----------------------------------------
                                        Name:  Michael Lorusso
                                        Title: Head of Project and Energy
                                               Finance, US

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                Competitive Advance and Revolving Credit Facility

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                                     TORONTO DOMINION (TEXAS), INC.

                                     By   /s/ Mark A. Baird
                                        ----------------------------------------
                                        Name:  Mark A. Baird
                                        Title: Vice President

Signature Page to Third Amendment to Five-Year Second Amended and Restated
                Competitive Advance and Revolving Credit Facility

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                                                                           S-31

                                     WESTDEUTSCHE LANDESBANK
                                     GIROZENTRALE,
                                     NEW YORK BRANCH

                                     By   /s/ Anthony Alessandro
                                        ----------------------------------------
                                        Name:  Anthony Alessandro
                                        Title: Associate Director

                                     By   /s/ Jeffrey S. Davidson
                                        ----------------------------------------
                                        Name:  Jeffrey S. Davidson
                                        Title: Associate Director

Signature Page to Third Amendment to Five-Year Second Amended and Restated
                Competitive Advance and Revolving Credit Facility

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                                                                           S-32

                                     THE BANK OF NEW YORK

                                     By   /s/ Nathan S. Howard
                                        ----------------------------------------
                                        Name:  Nathan S. Howard
                                        Title: Vice President

Signature Page to Third Amendment to Five-Year Second Amended and Restated
                Competitive Advance and Revolving Credit Facility

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                                                                           S-33

                                     FLEET NATIONAL BANK

                                     By   /s/ David C. Brecht
                                        ----------------------------------------
                                        Name:  David C. Brecht
                                        Title: Vice President

Signature Page to Third Amendment to Five-Year Second Amended and Restated
                Competitive Advance and Revolving Credit Facility

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                                                                           S-34

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Signature Page to Third Amendment to Five-Year Second Amended and Restated
                Competitive Advance and Revolving Credit Facility

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                                                                           S-35

                                     UBS AG, STAMFORD BRANCH

                                     By   /s/ Wilfred V. Saint
                                        ----------------------------------------
                                        Name:  Wilfred V. Saint
                                        Title: Associate Director Banking
                                               Products Services, US

                                     By   /s/ Thomas R. Salzano
                                        ----------------------------------------
                                        Name:  Thomas R. Salzano
                                        Title: Director Banking Products
                                               Services, US

Signature Page to Third Amendment to Five-Year Second Amended and Restated
                Competitive Advance and Revolving Credit Facility

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                                                                           S-36

                                     BANK OF AMERICA, N.A.

                                     By   /s/ Michelle A. Schoenfeld
                                        ----------------------------------------
                                        Name:  Michelle A. Schoenfeld
                                        Title: Principal

Signature Page to Third Amendment to Five-Year Second Amended and Restated
                Competitive Advance and Revolving Credit Facility

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                                                                           S-37

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Signature Page to Third Amendment to Five-Year Second Amended and Restated
                Competitive Advance and Revolving Credit Facility