<PAGE>
                                                                Exhibit 10(m)


CONFIDENTIAL TREATMENT REQUESTED.  CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.





                           MASTER FRAMEWORK AGREEMENT



                                     between



                             TXU ENERGY COMPANY LLC



                                       and



                               CAPGEMINI ENERGY LP





                               Dated May 17, 2004



<PAGE>

                           MASTER FRAMEWORK AGREEMENT

         This Master Framework Agreement (this "Master Agreement") is entered
into effective May 17, 2004 (the "Master Agreement Effective Date") by and
between TXU ENERGY COMPANY LLC, a Delaware limited liability company having a
principal place of business at Energy Plaza, 1601 Bryan Street, Dallas, Texas
75201 ("TXU"), and CAPGEMINI ENERGY LP, a Delaware limited partnership having a
principal place of business at 7701 Las Colinas Ridge, Irving, Texas 75063
("Vendor").

         WHEREAS, the purpose of this Master Agreement is to establish the
overall contractual framework for TXU's and Vendor's relationship and set forth
terms and conditions that apply to all Services provided by Vendor;

         WHEREAS, Affiliates of TXU and Affiliates of Capgemini Energy LP have
created a Delaware limited liability company, Delaware limited liability
partnership, which shall provide services to TXU in accordance with this
Agreement;

         WHEREAS, simultaneous with entering into this Master Agreement, TXU and
Vendor have entered into the IT Services Agreement pursuant to which Vendor
shall provide certain information technology services to TXU and the Eligible
Recipients;

         WHEREAS, simultaneous with entering into this Master Agreement, TXU and
Vendor have entered into the Procurement Services Agreement pursuant to which
Vendor shall provide certain procurement services to TXU and the Eligible
Recipients;

         WHEREAS, simultaneous with entering into this Master Agreement, TXU and
Vendor have entered into the Revenue Management Services Agreement pursuant to
which Vendor shall provide certain revenue management services to TXU and the
Eligible Recipients;

         WHEREAS, simultaneous with entering into this Master Agreement, TXU and
Vendor have entered into the HR Services Agreement pursuant to which Vendor
shall provide certain human resources services to TXU and the Eligible
Recipients;

         WHEREAS, simultaneous with entering into this Master Agreement, TXU and
Vendor have entered into the Customer Care Services Agreement pursuant to which
Vendor shall provide certain customer care and call center services to TXU and
the Eligible Recipients;

         WHEREAS, simultaneous with entering into this Master Agreement, TXU and
Vendor have entered into the Finance and Accounting Services Agreement pursuant
to which Vendor shall provide certain finance and accounting services to TXU and
the Eligible Recipients; and

         WHEREAS, TXU may request that Vendor provide certain other services to
TXU and the Eligible Recipients pursuant to an Initial Services Agreement or a
New Services Agreement.

         NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein and of other good and valid consideration, the receipt and
sufficiency of which is hereby acknowledged, TXU and Vendor (collectively, the
"Parties" and each, a "Party") hereby agree as follows:
<PAGE>

1.       CONDITIONS PRECEDENT, BACKGROUND AND OBJECTIVES

1.1      Vendor acknowledges that this Agreement shall not be effective unless
         and until Vendor Parent has executed and delivered a Guarantee in favor
         of TXU in the form of Exhibit 6.

1.2      Services and Goals and Objectives. TXU desires that certain services
         presently performed and managed by or for TXU, and certain additional
         services, as such services are described in the Services Agreements, be
         performed and managed by Vendor. The Parties agree that certain goals
         and objectives of the Parties in entering into this Agreement are to:

         (a) reduce TXU's capital, operating, general and administrative
             expenses;

         (b) implement common technology and processes across TXU;

         (c) eliminate duplication across TXU;

         (d) allow TXU to focus on its core competencies and allow TXU
             management to focus on business relationships and requirements;

         (e) provide TXU with the flexibility to adapt rapidly to changing
             requirements and changes in the TXU business environment;

         (f) provide TXU a fixed fee for Services with a mechanism to adjust
             fees for changes in volume; and

         (g) provide Vendor the opportunity to establish a safe and secure
             platform from which to service multiple clients.

1.3      Interpretation.

         (a)  General. The provisions of this Article are intended to be a
              general introduction to this Agreement and are not intended to
              expand the scope of the Parties' obligations or alter the
              plain meaning of this Agreement's terms and conditions, as set
              forth hereinafter. However, to the extent the terms and
              conditions of this Agreement are unclear or ambiguous, such
              terms and conditions are to be construed so as to be
              consistent with the background and objectives set forth in
              this Article.

        (b)   Eligible  Recipients.  The Eligible Recipients not Controlled by
              TXU as of the Master Agreement  Effective Date are set forth
              on Exhibit 10.  Upon TXU's request, Vendor shall provide the
              Services to Eligible Recipients,  provided that Eligible
              Recipients  that are not  Controlled by TXU agree with TXU to be
              bound by the terms of this  Agreement.  For purposes of this
              Agreement,  Services  provided to an Eligible  Recipient shall be
              deemed  Services  provided to TXU. To the extent an Eligible
              Recipient is, or was at any time during the Term, receiving
              Services,  (1) references to TXU shall include such Eligible
              Recipient (including for purposes of the business, operations,
              policies, procedures, rules, standards and the like of TXU and the
              indemnities under this Agreement), (2) references to Services
              being performed for or provided to, or received by or used by, TXU


<PAGE>

              shall include the  performance  of such Services for and provision
              of such  Services to, and the receipt of and use of such  Services
              by, such  Eligible  Recipient and (3) TXU shall be responsible for
              such Eligible Recipient's compliance with this Agreement.
              Notwithstanding the immediately preceding sentence,  Eligible
              Recipients are neither authorized to direct or instruct Vendor nor
              to act for or on behalf of TXU (including by providing notices,
              approvals, consents, waivers or the like), in each case unless
              TXU has notified Vendor that an Eligible Recipient is so
              authorized.  Vendor will not be liable for any failure to act
              (or any delay associated therewith) in any circumstance where TXU
              has failed to properly authorize such action in accordance with
              the  preceding  sentences.  Without limiting the generality of the
              foregoing, in all circumstances under this Agreement, TXU will be
              Vendor's sole point of contact regarding the Services.

2.       DEFINITIONS AND DOCUMENTS

2.1      Definitions. The terms used with initial capital letters in this
         Agreement shall have the meanings ascribed to them in this Agreement,
         Exhibit 1 or the applicable Services Agreement.

2.2      Other Terms. The defined terms include the plural as well as the
         singular and the derivatives of such terms. The term "Agreement" shall
         be read and understood to mean this Master Agreement and each Services
         Agreement entered into hereunder, unless otherwise specified. Unless
         otherwise expressly stated, the words "herein," "hereof," and
         "hereunder" and other words of similar import when used in this
         Agreement (including the Services Agreements) refer to this Agreement
         (or the applicable Services Agreement) as a whole and not to any
         particular Article, Section, Subsection or other subdivision. Article,
         Section, Subsection and Attachment references refer to articles,
         sections and subsections of, and attachments to, this Agreement (or if
         used in a Services Agreement, to such Services Agreement). The words
         "include" and "including" shall not be construed as terms of
         limitation. The words "day," "month," and "year" mean, respectively,
         calendar day, calendar month and calendar year; provided that the word
         "day" shall mean business day when referring to a period of less than
         30 days. As stated in Section 19.3, the word "notice" and
         "notification" and their derivatives shall mean notice or notification
         in writing. Other terms used in this Agreement are defined in the
         context in which they are used and shall have the meanings there
         indicated.

2.3      Services Agreements and Field Services.

         (a) Simultaneously with entering into this Agreement, TXU and
             Vendor have entered into the Initial Services Agreements. Each
             of the Initial Services Agreements incorporates by reference
             the terms of this Agreement. TXU may request that Vendor
             provide New Services. The Parties shall work to complete and
             execute either (i) a New Services proposal (in accordance with
             Section 10.5(a)) or (ii) a New Services Agreement, to address
             Vendor's provision of such services.

        (b)  The Parties acknowledge that during the six month period
             following Master Agreement Effective Date, Vendor shall have
             an exclusive opportunity to propose and negotiate terms and
             conditions for field services, and enter into a Services
             Agreement with respect thereto. TXU agrees that in the event
             the Parties do not enter into such Services Agreement within
             such six month period, then at any time during the first seven
             years of the Term, Vendor shall have the right to match the
             terms and conditions of any third party offering to provide
             such field services, and if Vendor matches such terms and
             conditions, then TXU shall enter into a Services Agreement
             with Vendor on such terms and conditions.



<PAGE>
3.       TERM

3.1      Initial Term. The initial term of this Master Agreement shall commence
         as of 12:00:01 a.m., Central time on the Master Agreement Effective
         Date and continue until 11:59:59 p.m., Central time, on June 30, 2014,
         unless this Master Agreement is terminated earlier as provided herein,
         in which case the initial term shall end at 11:59:59 p.m., Central
         time, on the effective date of such termination (the "Initial Term").

3.2      Extension. If TXU desires to renew this Master Agreement after the
         Initial Term or any Renewal Term, TXU shall provide written notice to
         Vendor of its desire to do so at least one hundred and eighty (180)
         days prior to the expiration of the Initial Term or the then current
         Renewal Term. Unless Vendor notifies TXU within 5 days that Vendor does
         not desire to renew this Master Agreement, the Parties shall thereafter
         negotiate with respect to the terms and conditions upon which the
         Parties may renew this Master Agreement and if the Parties reach
         agreement thereafter execute such renewal (each, a "Renewal Term"). In
         the event the Parties are unable to reach agreement and execute such
         renewal at least thirty (30) days prior to the expiration of the
         Initial Term or the then current Renewal Term, TXU may, at its sole
         option, extend the Initial Term or the then current Renewal Term for
         one additional period of up to twelve (12) months on terms and
         conditions then in effect; provided that the then current Charges shall
         be increased by CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY
         WITH THE COMMISSION during such period. The Initial Term and the
         Renewal Terms, if any, are collectively referred to as the "Term."

3.3      Services Agreement. The term of a Services Agreement, if different than
         the Term, shall be set forth in the applicable Services Agreement;
         provided, however, that in no event shall the term of a Services
         Agreement extend beyond the Term of this Agreement.

4.       SERVICES

4.1      General. Services to be provided to TXU by Vendor shall be governed by
         the terms set forth in this Master Agreement and such additional terms
         as are contained in the Services Agreement pursuant to which such
         Services are being provided.

         (a)  Services. Commencing on a Services Agreement Commencement Date
              (or such later date as is specified in the applicable Services
              Agreement) and continuing throughout the term of such Services
              Agreement, Vendor shall be responsible for providing to TXU
              and, as directed by TXU, to Eligible Recipients, any or all of
              the following:

              (i) the services, functions and responsibilities described in this
                  Agreement as they may be supplemented, enhanced, modified or
                  replaced in accordance with this Agreement;

             (ii) the services, functions and responsibilities described in the
                  applicable Services Agreement (including in Schedule E
                  thereto);

            (iii) any New Services (including for the performance of
                  XP/Office/Outlook/Blackberry Deployment Project set forth in
                  Exhibit 13), upon TXU's acceptance of Vendor's proposal for
                  such New Services in accordance with Section 10.5 and the
                  other provisions of this Agreement; and

            (iv)  unless otherwise agreed by the Parties, the services,
                  functions and responsibilities (y) as set forth in the TXU
                  2003 Base Case, if any, attached to the applicable Services
                  Agreement, and (z) being performed during calendar year 2003
                  by TXU 2003 Personnel as reasonably demonstrated by TXU, or
                  upon TXU's request, demonstrated by the Transitioned Employees
                  acting in good faith (clauses (i) through (iv) of this
                  Section, the "Services").

      (b) Included Services. If any services, functions or responsibilities not
          specifically described in this Agreement are a necessary part of the
          Services, they shall be deemed to be included within the scope of the
          Services to be delivered for the Charges, as if such services,
          functions or responsibilities were specifically described in this
          Agreement.

     (c)  Required Resources. Except as otherwise expressly provided in this
          Agreement, Vendor shall be responsible for providing the facilities,
          personnel, Equipment, Software, knowledge, expertise, methodologies,
          processes and other resources necessary to provide the Services.


<PAGE>

4.2  Termination Assistance Services.

     (a)  Availability. As part of the Services, and for the Charges to be
          determined in accordance with Exhibit 11, upon TXU's request, Vendor
          shall provide to TXU the Termination Assistance Services under and in
          accordance with the applicable Services Agreement.

     (b)  Period of  Provision.  Vendor shall provide the Termination Assistance
          Services to TXU (i) upon  ninety (90) days' prior notice from TXU
          commencing up to nine (9) months prior to the expiration of the term
          of the applicable Services Agreement and continuing for up to twelve
          (12) months following the effective date of the expiration of the term
          of the applicable Services Agreement, (ii)commencing upon any proper
          notice of termination (including notice based upon breach or default
          by TXU, breach or default by Vendor or termination for convenience by
          TXU (subject to Subsection (d) below)of the term of the applicable
          Services Agreement, and continuing for up to twelve (12) months
          following the effective date of such termination, (iii) commencing
          upon notice of removal of an Eligible Recipient by TXU and continuing
          for up to twelve (12) months following the effective date of such
          removal or (iv) commencing upon notice from TXU that there will be an
          insourcing or resourcing under the applicable Services Agreement and
          continuing for up to twelve (12) months following the effective date
          of such notice. For purposes of this Master Agreement and the Services
          Agreements, the terms "Term" and "term," respectively, shall
          automatically be extended until the date determined by TXU as the
          completion date of the Termination Assistance Services. TXU may only
          terminate a Services Agreement in its entirety.


<PAGE>


     (c)  Extension of Services. TXU may elect, upon one hundred and eighty
          (180) days' prior notice, to extend the effective date of any
          expiration/termination of the Services, in its sole discretion,
          provided that the total of all such extensions will not exceed one
          hundred and eighty (180) days following the originally specified
          effective date without Vendor's prior written consent. TXU also may
          elect, upon one hundred and eighty (180) days' prior notice, to extend
          the period following the effective date of any expiration/termination
          for the performance of Termination Assistance Services, provided
          that the period between such effective date and the completion
          of all Termination Assistance Services is not greater than
          eighteen (18) months.

     (d)  Firm Commitment. Vendor shall provide Termination Assistance Services
          to TXU regardless of the reason for the expiration or termination of
          this Agreement or the applicable Services Agreement; provided,
          however, that if Vendor terminates this Agreement pursuant to Section
          18.1(b) then TXU must pay to Vendor all undisputed unpaid amounts then
          due and owing to Vendor under this Agreement and continue to pay
          invoices in accordance with Section 11.2 of the applicable Services
          Agreement prior to Vendor being obligated to provide the Termination
          Assistance Services.

     (e)  Performance. At TXU's request, Vendor shall provide Termination
          Assistance Services directly to its designee, any Eligible Recipient
          or an Entity acquiring Control of an Eligible Recipient. Unless
          otherwise agreed by the Parties, all such Termination Assistance
          Services shall be performed subject to and in accordance with the
          terms and conditions of this Agreement and Vendor shall perform the
          Termination Assistance Services with at least the same degree of
          accuracy, quality, completeness, timeliness, responsiveness and
          resource efficiency as it provided and was required to provide in
          respect of the same or similar Services.

4.3  Use of Third Parties.

     (a)  Right of Use. TXU shall not be permitted to insource or resource any
          of the scope or volume of Services being provided by the Transitioned
          Employees as of the Master Agreement Effective Date; provided,
          however, that subject to Section 4.3(b), TXU shall be permitted to
          insource or resource services that replace the scope and volume of
          Planned Projects after such Planned Projects are completed under this
          Agreement. Nothing in this Agreement shall be construed or interpreted
          as (i) a requirements contract or, except as set forth in the
          immediately preceding sentence, creating any exclusive relationship or
          (ii) preventing TXU obtaining from third parties (each, a "TXU Third
          Party Contractor"), or providing to itself, any other services,
          functions or responsibilities, including the development, maintenance
          and hosting of Software, except as set forth in the immediately
          preceding sentence. Nothing in this Agreement shall be construed or
          interpreted as limiting TXU's right or ability to add or delete
          Eligible Recipients. Except as set forth in the first preceding
          sentence, nothing in this Agreement shall be construed or interpreted
          as limiting TXU's right or ability to increase or decrease its demand
          for Services. To the extent TXU obtains from TXU Third Party
          Contractors, or provides to itself, any of the Services, the amount
          to be paid to Vendor by TXU will be equitably adjusted downward in
          accordance with Exhibit 11. Similarly, to the extent TXU adds or
          deletes Eligible Recipients or increases or decreases its
          demand for Services, the amount to be paid to Vendor by TXU will be
          adjusted in accordance with Exhibit 11.
<PAGE>
     (b)  TXU agrees to procure from Vendor Project work, provided that
          Vendor demonstrates it has experience  and skills to perform the
          Projects at least comparable to that of any third parties TXU is
          considering and offers TXU the best overall terms and conditions
          (including price) to complete the Projects. At least semi-annually
          each calendar year, TXU shall meet with Vendor and discuss with Vendor
          forecasts for projects  contemplated by TXU during the next sixth
          months.  TXU at its option may also have Vendor perform Projects at
          the daily rates set forth in Attachment 2.1.1 to Exhibit 11  as IT
          Charges - AD Apps Development. With regard to any application
          development services (including Project work) performed by Vendor,
          the first CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY
          WITH THE COMMISSION of all such services in each calendar year shall
          not be separately chargeable to TXU because it is included in the Base
          Services Charge for "AM-AD SMEs Transfer" in Exhibit 11.  TXU shall
          use reasonable efforts to award to Vendor Projects with an
          aggregate amount paid to Vendor of at least CONFIDENTIAL MATERIAL
          REDACTED AND FILED SEPARATELY WITH THE COMMISSION each calendar year.

     (c)  Vendor Cooperation. Vendor shall use commercially reasonable
          efforts to cooperate with and work in good faith with TXU and
          TXU Third Party Contractors as described in this Agreement and
          in the applicable Services Agreement or as reasonably
          requested by TXU.

4.4  Employee Transfers. The transitioning of TXU's employees to Vendor
     under or in connection with a Services Agreement or a New Service, if
     any, shall be effected in accordance with the terms and conditions set
     forth in Exhibit 2.

4.5  Governance.  The Parties shall comply with the governance and account
     management provisions set forth in Exhibit 8.

4.6  PM Business Unit.

     (a)  Notwithstanding anything to the contrary in this Agreement or in any
          agreement related to the  transactions contemplated by this Agreement
          including the Transaction Agreements, in the event that TXU decides
          that the Portfolio Management Business Unit ("PM Business Unit") will
          not receive the Services, either as an Eligible Recipient under this
          Agreement or under a separate agreement with Vendor, then, until the
          seventh anniversary of the Master Agreement Effective  Date,  TXU will
          have the option to (i) terminate the Services provided to the PM
          Business Unit, (ii) terminate or cause to be terminated any and all
          licenses or other rights  Vendor has to the Software, Equipment,
          Equipment Leases and Third Party Contracts set forth on Exhibit 12,
          (iii) at its cost, cause Vendor to transfer any and all licenses or
          other rights Vendor has to such Software, Equipment, Equipment Leases
          and Third Party Contracts set forth on Exhibit 12,  and (iii)
          notwithstanding Section 19.16 of this Agreement, hire up to fifty (50)
          of the Transitioned Employees that supported the PM Business Unit
          (including employees providing information technology and human
          resources Services) (the "Decommissioning Option").

     (b)  In the event that TXU determines to exercise the Decommissioning
          Option, it shall pay to Vendor CONFIDENTIAL MATERIAL REDACTED AND
          FILED SEPARATELY WITH THE COMMISSION. Such amount shall be in lieu of
          any Termination Charges that may otherwise be payable pursuant to this
          Agreement. In connection with the termination of Services pursuant to
          the Decommissioning Option, the Charges and the Baseline Volumes set
          forth in Exhibit 11 shall be reduced by the following amounts,
          effective as of the date of termination of the Services:
<TABLE>
<CAPTION>
                                CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
         --------------------------------------------- ----------------------- ---------------------------- ------------------
         <S>                                            <C>                     <C>                          <C>
         Volumetric                                    `04 Base Service        '05 - End of Term Base       Baseline Volume
                                                       Charge                  Service Charge
         --------------------------------------------- ----------------------- ---------------------------- ------------------
         IT - AM Portfolio Management
         --------------------------------------------- ----------------------- ---------------------------- ------------------
         IT Infrastructure - PCs, FS, Help Desk
         --------------------------------------------- ----------------------- ---------------------------- ------------------
         IT Infrastructure - Network Tier I Site
         --------------------------------------------- ----------------------- ---------------------------- ------------------
         IT Infrastructure - Distributed Computing,
         Mainframe, Storage
         --------------------------------------------- ----------------------- ---------------------------- ------------------
         HR - Energy
         --------------------------------------------- ----------------------- ---------------------------- ------------------
</TABLE>
                  For avoidance of doubt, Vendor shall provide Termination
                  Assistance Services to the PM Business Unit in accordance with
                  this Agreement.
<PAGE>

5.       RESERVED

6.       FACILITIES, SOFTWARE, EQUIPMENT, CONTRACTS AND ASSETS ASSOCIATED WITH
         THE PROVISION OF SERVICES

6.1      Service Facilities.

         (a)      Service Facilities. The Services shall be provided at or from
                  (i) the TXU Facilities, (ii) the Vendor Facilities, or (iii)
                  any other service location determined by Vendor and notified
                  to TXU at least ninety (90) days prior to use by Vendor;
                  provided that Vendor shall obtain TXU's prior approval, such
                  approval not to be unreasonably withheld or delayed, for any
                  proposed relocation by Vendor of the provision of a Service to
                  any service location identified in Exhibit 3. Vendor shall be
                  financially responsible for all additional costs, taxes or
                  expenses related to or resulting from any Vendor-initiated
                  relocation to a new or different service location, including
                  any reasonable costs or expenses directly incurred (including
                  internal costs) by TXU as a result of such relocation.

         (b)      TXU  Facilities. TXU shall provide Vendor with the use of and
                  access to the TXU Facilities described in Schedule O.1 to the
                  applicable Services Agreement solely as necessary for Vendor
                  to perform its obligations under this Agreement. Such TXU
                  Facilities together with facilities included in the TXU
                  Contributed Assets are the only facilities being used by
                  the Transitioned Employees as of the Master Agreement
                  Effective Date and are sufficient for Vendor to provide the
                  Services on the Master Agreement Effective Date. TXU warrants
                  that TXU shall not interfere with Vendor's quiet enjoyment of
                  the TXU Facilities. Except as otherwise approved by TXU, TXU
                  owned or leased assets  provided for the use of Vendor under
                  this Agreement shall remain in TXU Facilities.  In addition,
                  all improvements or modifications to TXU Facilities requested
                  by Vendor shall be (i) subject to reasonable review and
                  approval in advance by TXU, and (ii) performed  by or through
                  TXU.  Vendor shall reimburse TXU for the actual direct
                  reasonable costs and expenses incurred in connection with such
                  modifications or improvements. EXCEPT AS SET FORTH HEREIN,
                  THE TXU FACILITIES ARE PROVIDED BY TXU TO Vendor ON AN AS-IS,
                  WHERE-IS BASIS. TXU EXPRESSLY  DISCLAIMS ANY WARRANTIES,
                  EXPRESS OR IMPLIED, AS TO THE TXU FACILITIES, OR QUIET
                  ENJOYMENT  BY Vendor.

         (c)      Physical Security. TXU is responsible for the physical
                  security of the TXU Facilities; provided, that Vendor shall be
                  responsible for the physical security and safety, physical
                  access and control of the buildings or areas over which Vendor
                  has exclusive control and Vendor shall not permit any person
                  to have access to, or control of, any such area unless such
                  access or control is permitted in accordance with control
                  procedures approved by TXU or any higher standard agreed to by
                  TXU and Vendor. Vendor shall be solely responsible for
                  compliance by Vendor Personnel with such control procedures,
                  including obtaining advance approval from TXU to the extent
                  required.

         (d)      Use of TXU Facilities.

                  (i)  Vendor shall have the right to use the TXU Facilities to
                       provide the services to third parties. TXU shall take
                       adequate steps to provide Vendor with appropriate TXU
                       Facilities to enable Vendor to achieve its reasonable
                       business objectives.

                 (ii)  TXU reserves the right to relocate any TXU Facility from
                       which the Services are then being provided by Vendor to
                       another facility or geographic location upon 120 days
                       prior written notice to Vendor; provided that, in such
                       event, TXU will provide Vendor with comparable office
                       space in another location. TXU shall be financially
                       responsible for all additional costs, taxes or expenses
                       related to or resulting from any TXU-initiated relocation
                       to a new or different service location, including any
                       reasonable costs or expenses directly incurred by Vendor
                       as a result of such relocation. Vendor will not be deemed
                       to be in breach of this Agreement, including a breach of
                       the Service Levels, to the extent that any such
                       TXU-initiated  relocation prevents or delays Vendor
                       Personnel from performing Vendor's obligations under this
                       Agreement.
<PAGE>

                 (iii) TXU also reserves the right to direct Vendor to cease
                       using all or part of the space in any TXU Facility upon
                       120 days prior written notice. In such event, TXU shall
                       be financially responsible for all additional costs,
                       taxes or expenses related to or resulting from any such
                       direction, including the reasonable direct costs and
                       expenses incurred in leasing substitute space, provided
                       that such relocation is not contemplated by this
                       Agreement. Vendor will not be deemed to be in breach of
                       this Agreement to the extent that any such direction
                       prevents or delays Vendor Personnel from performing
                       Vendor's obligations under this Agreement or under any
                       Services Agreement.

         (e)      Conditions for Return. When the TXU Facilities are no longer
                  to be used by Vendor as contemplated by this Section or are
                  otherwise no longer being used by Vendor to perform the
                  Services or services to third parties, Vendor shall provide
                  ninety (90) days' prior notice to TXU and at the end of such
                  90 days shall vacate and return such TXU Facilities (including
                  any improvements to such facilities made by or at the request
                  of Vendor) to TXU in substantially the same condition as when
                  such facilities were first provided to Vendor, subject to
                  reasonable wear and tear.

         (f)      No Violation of Laws. Vendor shall (i) treat and use the TXU
                  Facilities in a reasonable manner, and (ii) not commit, and
                  shall use all reasonable efforts to ensure that no business
                  visitor or invitee of Vendor commits, any act in violation of
                  any Laws in such Vendor occupied TXU Facility or any act in
                  violation of TXU's insurance policies or in breach of TXU's
                  obligations under the applicable real estate leases in such
                  Vendor occupied TXU Facilities (in each case, to the extent
                  Vendor has received prior notice of such insurance policies or
                  real estate leases).

         (g)      Costs and Expenses. Both Parties agree to use commercially
                  reasonable efforts to minimize the costs and expenses
                  associated with any relocation provided for in this Section
                  6.1.

6.2      Use of Vendor Facilities. At TXU's reasonable request, Vendor shall
         provide reasonable supervised access to Vendor Facilities by TXU or TXU
         Third Party Contractors to trouble-shoot and maintain third party
         software and equipment used to provide Services. TXU shall comply, and
         shall cause TXU Third Party Contractor's to comply, with Vendor's
         polices, rules, regulations applicable to Vendor's Facilities
         (including with respect to security, confidentiality and regulatory
         issues) of which TXU has been provided prior notice.

6.3      TXU Rules / Employee Safety.

         (a)      TXU Rules and Compliance. In performing the Services and using
                  the TXU Facilities, Vendor shall observe and comply with all
                  lawful TXU policies, rules, and regulations applicable to TXU
                  Facilities or the provision of the Services as set forth on
                  Schedule E.3 to the applicable Services Agreement as of the
                  Master Agreement Effective Date (collectively, "TXU Rules");
                  provided that Vendor will not be deemed to be in breach of
                  this Agreement to the extent that any TXU Rules prevent Vendor
                  Personnel from performing Vendor's obligations under this
                  Agreement. Vendor shall be responsible for the promulgation
                  and distribution of TXU Rules to Vendor Personnel as and to
                  the extent necessary and appropriate. Additions or
<PAGE>

                  modifications to the TXU Rules will be communicated by TXU to
                  Vendor or Vendor Personnel prior to be effective date of such
                  addition or modification. Vendor and Vendor Personnel shall
                  observe and comply with such additional or modified TXU Rules;
                  provided that any material addition or modification to the TXU
                  Rules will subject the Charges to an equitable adjustment to
                  reflect any incremental direct actual costs and expenses
                  incurred by Vendor in complying therewith. Where applicable,
                  in observing and complying with those TXU Rules related to
                  TXU's obligation to comply with Affiliate Standards of Conduct
                  requirements ("Affiliate Standards"), Vendor shall develop
                  and timely implement a plan approved by TXU's Compliance
                  Director, or other designee, for complying with the applicable
                  Affiliate Standards. The plan will, at a minimum, include the
                  following elements: management oversight and responsibility,
                  procedures and rules, employee training and communications,
                  response to employee questions and concerns, monitoring,
                  auditing, and evaluating compliance, enforcement and
                  discipline, response to alleged violations, complaints, and
                  requests for information, and documentation of compliance
                  efforts. The plan procedures and rules shall, among other
                  things, implement safeguards that: protect the confidentiality
                  of Oncor Electric Delivery Company's customer information,
                  including protecting against improper disclosure to TXU
                  Affiliates; protect Oncor Electric Delivery Company's
                  confidential information from improper disclosure to other
                  TXU Affiliates; and ensure that all charges are properly
                  allocated among TXU and TXU Affiliates. Vendor shall timely
                  report to TXU any alleged Affiliate Standards violation and
                  shall cooperate in investigating and responding to an alleged
                  Affiliate Standards violation. TXU may audit for Vendor
                  compliance consistent with Section 8.4.

         (b)      Safety and Health Compliance. Vendor and Vendor Personnel
                  shall familiarize themselves with the premises and operations
                  at each TXU Facility at or from which Services are rendered
                  and the TXU Rules applicable to each such TXU Facility. Vendor
                  and Vendor Personnel shall observe and comply with all Laws
                  applicable to the use of each TXU Facility or the provision of
                  the Services, including environmental Laws and Laws regarding
                  occupational health and safety. Vendor shall be responsible
                  for the compliance of Equipment, Software, Systems and
                  Services for which it is operationally responsible with such
                  Laws and shall be responsible for any acts or omissions of
                  Vendor Personnel in contravention of such Laws.
                  Notwithstanding the foregoing, Vendor will not be responsible
                  for compliance with Laws by TXU or TXU Personnel. Each Party
                  shall take precautions to avoid injury, property damage,
                  spills or emissions of hazardous substances, materials or
                  waste, and other dangers to persons, property or the
                  environment. To the extent required by TXU as communicated to
                  Vendor, Vendor Personnel shall receive TXU standard training
                  prior to entering certain TXU Facilities.

6.4      Notice of Defaults. Each Party shall promptly inform the other Party in
         writing of any material breach of, or misuse or fraud in connection
         with, any Third Party Contract, Equipment Lease or Third Party Software
         license used in connection with the Services of which it becomes aware
         and shall cooperate with the other Party to prevent or stay any such
         breach, misuse or fraud.
<PAGE>

7.       SERVICE LEVELS

7.1      General. Beginning on the dates specified in Schedule G to the
         applicable Services Agreement, Vendor shall perform the Services so as
         to meet or exceed the applicable Service Levels. Vendor shall perform
         the Services in accordance with this Agreement (including the Service
         Levels) and with promptness and diligence, and in a professional and
         workmanlike manner.

7.2      Service Level Credits. Vendor recognizes that TXU is paying Vendor to
         deliver the Services at specified Service Levels. If Vendor fails to
         meet such Service Levels, then Vendor shall pay or credit to TXU the
         performance credits specified in Exhibit 11 in accordance with Schedule
         G to the applicable Services Agreement ("Service Level Credits"), in
         recognition of the diminished value of the Services resulting from
         Vendor's failure to meet the agreed upon level of performance, and not
         as a penalty. Under no circumstances shall the imposition of Service
         Level Credits be construed as TXU's sole or exclusive remedy for any
         failure to meet the Service Levels; provided, however, that any Service
         Level Credits received by TXU shall be an offset against the amount of
         any damages received by TXU from Vendor as a result of the underlying
         event giving rise to the Service Level Credit.

7.3      Problem Analysis. Upon TXU's request, if Vendor fails in any material
         respect to provide Services in accordance with this Agreement, Vendor
         shall (after restoring service or otherwise resolving any immediate
         problem) (i) promptly investigate and report on the causes of the
         problem, (ii) provide a Root Cause Analysis of such failure as soon as
         practicable after such failure or at TXU's request, (iii) implement
         remedial action and begin complying with this Agreement as soon as
         practicable, (iv) advise TXU of the status of remedial efforts being
         undertaken with respect to such problem, and (v) provide TXU reasonable
         evidence that the causes of such problem have been or will be
         corrected. Vendor shall use all commercially reasonable efforts to
         complete the Root Cause Analysis within four (4) days of the initial
         failure; provided that, if it is not capable of being completed within
         four (4) days using reasonable diligence, Vendor shall complete such
         Root Cause Analysis as quickly as possible and shall notify TXU prior
         to the end of the initial four (4) day period as to the status of the
         Root Cause Analysis and the estimated completion date.

7.4      Continuous Improvement Reviews.

         Once each year, beginning in the second Contract Year, TXU and Vendor
         shall periodically review the Service Levels and the performance data
         collected and reported by Vendor in accordance with Schedule G to the
         applicable Services Agreement. As part of this review process, the
         Parties shall, at no additional cost to TXU, increase the Service
         Levels to reflect the higher performance levels actually attained by
         Vendor in accordance with Schedule G to the applicable Services
         Agreement; provided, however, that such actual higher performance was
         not achieved through the use of additional resources. The Parties may
         agree, to the extent reasonable and appropriate, to (i) increase the
         Service Levels to reflect improved performance capabilities associated
         with advances in the proven processes, technologies and methods
         available to perform the Services, (ii) add new Service Levels to
         permit further measurement or monitoring of the accuracy, quality,
         completeness, timeliness, responsiveness, cost-effectiveness, or
         productivity of the Services, (iii) modify or increase the Service
         Levels to reflect changes in the processes, architecture, standards,
         strategies, needs or objectives defined by TXU, and (iv) modify or
         increase the Service Levels to reflect agreed upon changes in the
         manner in which the Services are performed by Vendor. Notwithstanding
         the foregoing, nothing in this Section 7.4 shall be construed as
         changing the initial Service Levels for the purpose of determining any
         Service Level failure or penalty under this Agreement or the Services
         Agreements.
<PAGE>

7.5      Measurement and Monitoring. On or before the applicable Services
         Agreement Commencement Date, Vendor shall implement reasonable and
         customary measurement and monitoring tools and metrics as well as
         standard reporting procedures to measure and report Vendor's
         performance of the Services against the applicable Service Levels.
         Vendor shall provide TXU with real-time monitoring and up-to-date
         problem management data and other data regarding the status of service
         problems, service requests and user inquiries at levels consistent with
         those being used as of the Services Agreement Commencement Date.

7.6      Notice of Adverse Impact. If Vendor becomes aware of any failure by
         Vendor that could reasonably be expected to have a material adverse
         effect on the Services, then, Vendor shall promptly inform TXU in
         writing of such situation and the impact or expected impact. Vendor
         shall as soon as practicable meet with TXU to formulate an action plan
         to minimize or eliminate the impact of such situation.

7.7      Key Vendor Personnel.

         (a)  Approval of Key Vendor Personnel.

              (i)   Before assigning an individual to act as one of the Key
                    Vendor Personnel other than those listed on Schedule C to
                    the Services Agreements, whether as an initial assignment or
                    a subsequent assignment, Vendor shall (1) notify TXU of the
                    proposed assignment, (2) introduce the individual to
                    appropriate TXU representatives, (3) provide reasonable
                    opportunity for TXU representatives to interview the
                    individual, and (4) provide TXU with a resume and such other
                    information about the individual as TXU may reasonably
                    request and as permitted by applicable Law and Vendor's
                    internal policies consistently applied. Within five (5) days
                    of its receipt of the information described in the
                    immediately preceding sentence, TXU will notify Vendor as to
                    whether it has any reasonable objection to the proposed
                    assignment (and any failure of TXU to provide such notice in
                    the time required will be deemed by TXU to be an acceptance
                    of such proposed assignment). If TXU in good faith
                    reasonably and lawfully objects to the proposed assignment,
                    the Parties shall attempt to resolve TXU's concerns on a
                    mutually agreeable basis. If the Parties have not been able
                    to resolve TXU's concerns within five (5) days of TXU
                    communicating its concerns, Vendor shall not assign the
                    individual to that position and shall propose to TXU the
                    assignment of another individual of suitable ability and
                    qualifications.

              (ii)  With regard to each Services Agreement, within thirty (30)
                    days after the Services Agreement Effective Date, Vendor
                    shall identify and obtain TXU's approval of all Key Vendor
                    Personnel prior to the applicable Services Agreement
                    Commencement Date.
<PAGE>

              (iii) TXU may change the positions designated as Key Vendor
                    Personnel with Vendor's approval which shall not be
                    unreasonably withheld; provided that TXU shall be
                    financially responsible for all additions costs, taxes or
                    expenses related to or resulting from any such TXU requested
                    change.

              (iv)  TXU may identify up to CONFIDENTIAL MATERIAL REDACTED AND
                    FILED SEPARATELY WITH THE COMMISSION people to fill the
                    Key Vendor Personnel positions set forth in Schedule C to
                    the applicable Services Agreement, except as otherwise
                    agreed by the TXU Account Executive and the Vendor Account
                    Executive.

         (b)  Continuity of Key Vendor Personnel. Subject to the remainder of
              this Subsection (b), Vendor shall cause each of the Key Vendor
              Personnel to devote full time and effort to the provision of
              Services for the period specified in Schedule C to the applicable
              Services Agreement from the date he or she assumes the position in
              question. Vendor shall not transfer, reassign or remove any Key
              Vendor Personnel (except as a result of voluntary resignation,
              involuntary termination for cause, illness, disability, or death)
              or announce its intention to do so during the specified period,
              subject to the following procedures. If Vendor proposes to
              reassign any Key Vendor Personnel, Vendor shall (i) notify
              TXU of the proposed reassignment, (ii) introduce the proposed
              replacement to appropriate TXU representatives, (iii) provide
              reasonable opportunity for TXU representatives to interview the
              proposed replacement, and (iv) provide TXU with a resume and such
              other information about the proposed replacement as TXU may
              reasonably request and as permitted by applicable Law and Vendor's
              internal policies consistently applied. Within five (5) days of
              its receipt of the information described in the immediately
              preceding sentence, TXU will notify Vendor as to whether it has
              any objection to the proposed reassignment and replacement (and
              any failure of TXU to provide such notice in the time required
              will be deemed by TXU to be an acceptance of such proposed
              reassignment and replacement). If, in its sole discretion, TXU
              lawfully objects to the proposed reassignment and replacement,
              Vendor shall not assign the proposed replacement to that position
              and shall propose to TXU the assignment of another individual
              of suitable ability and qualifications. In the event of the
              voluntary resignation, involuntary termination for cause, illness,
              disability or death of any Key Vendor Personnel during or after
              the specified period, Vendor shall (i) give TXU as much notice as
              reasonably practicable of such development, and (ii) identify and
              obtain TXU's approval of a suitable replacement as soon as is
              reasonably practicable in accordance with Section 7.7(a)(i). In
              addition, even after the specified period, Vendor shall transfer,
              reassign or remove Key Vendor Personnel (other than in the case of
              voluntary resignation, involuntary termination for cause,
              illness, disability, or death) only after (i) giving TXU at least
              forty-five (45) days' prior notice of such action, and (ii)
              identifying and obtaining TXU's approval of a suitable replacement
              at least thirty (30) days prior to such transfer, reassignment or
              removal in accordance with Section 7.7(a)(i). Notwithstanding the
              foregoing, upon Vendor's reasonable request and in connection with
              Vendor's provision of services to clients other than TXU, TXU
              shall allow Vendor to use agreed upon Key Vendor Personnel in
              connection with the provision of such services to other clients.
<PAGE>

         (c)  Retention and Succession. Vendor shall provide to TXU, for its
              review and comment, a retention strategy designed to retain
              Key Vendor Personnel on the TXU account for the prescribed
              period. Vendor shall also maintain active succession plans for
              each of the Key Vendor Personnel positions. Vendor shall
              implement such retention strategies to retain Key Vendor
              Personnel as Vendor deems appropriate. Upon termination or
              resignation of any Key Vendor Personnel, Vendor shall provide
              notice to TXU of such termination and expeditiously identify
              and obtain TXU's approval of a suitable replacement in
              accordance with Section 7.7(a)(i).

         (d)  Evaluation Input. TXU shall have an opportunity to conduct an
              annual review of the Vendor Account Executive and each of the
              other Key Vendor Personnel and an opportunity to provide
              meaningful information to Vendor with respect to TXU's
              evaluation of the performance of the Vendor Account Executive
              and the other Key Vendor Personnel and such evaluation shall
              be considered by Vendor in establishing the bonus and other
              compensation of such individuals.

7.8      Vendor Account Executive. Vendor shall designate a "Vendor Account
         Executive" for this TXU engagement who, unless otherwise agreed by TXU,
         shall maintain his or her office at 1601 Bryan Street, Dallas, Texas
         75201 (in a location therein determined by TXU). The Vendor Account
         Executive shall (i) be one of the Key Vendor Personnel, (ii) be a full
         time employee of Vendor, (iii) devote his or her full time and effort
         to managing and coordinating Vendor's performance under this Agreement,
         (iv) remain in this position for a minimum period of two (2) years from
         the initial assignment (except as a result of voluntary resignation,
         involuntary termination for cause, illness, disability, or death), and
         (v) have authority to act on behalf of Vendor in all day-to-day matters
         pertaining to this Agreement. Additionally, (i) Vendor shall be
         entitled to designate additional representatives who will be authorized
         to make certain decisions (e.g., regarding emergency maintenance) if
         the Vendor Account Executive is not available and (ii) the Vendor
         Account Executive shall be entitled to delegate any of his or her
         rights and obligations to one or more designees upon prior notice to
         TXU. TXU is entitled to rely upon instructions given by the Vendor
         Account Executive or any other individual designated to have
         decision-making authority in accordance with this Section.

7.9      Vendor Personnel Are Not TXU Employees; Independent Relationship.
         Except as otherwise expressly set forth in this Agreement, the Parties
         intend to hereunder create an independent contractor relationship and
         nothing in this Agreement shall operate or be construed as making TXU
         and Vendor partners, joint venturers, principals, joint employers,
         agents or employees of or with the other. No officer, director,
         employee, agent, Affiliate, contractor or subcontractor retained by
         Vendor to perform work on TXU's behalf hereunder shall be deemed to be
         an officer, director, employee, agent, Affiliate, contractor or
         subcontractor of TXU for any purpose. Vendor, not TXU, has the sole
         right, power, authority and duty to (i) supervise, manage and direct
         the activities of the Vendor Personnel and to compensate such Vendor
         Personnel for any work performed by them on behalf of TXU pursuant to
         this Agreement and (ii) contract, direct, procure, perform or cause to
         be performed all work to be performed by Vendor under this Agreement.
         Vendor, and not TXU, shall be responsible for all acts and omissions of
         Vendor Personnel (unless such acts or omissions were at the direction
         of TXU to Vendor).
<PAGE>

7.10     Replacement, Qualifications, and Retention of Vendor Personnel.

         (a)  Requested Replacement. In the event that TXU determines lawfully
              and in good faith that the continued assignment to TXU of any
              individual Vendor Personnel (including Key Vendor Personnel) is
              not in the best interests of TXU, then TXU shall give Vendor
              notice to that effect requesting that such Vendor Personnel be
              replaced and Vendor shall immediately suspend such individuals
              performance of the Services and access to TXU Facilities pending
              completion of the process set forth in this Section 7.10(a).
              Vendor shall have five (5) days following such notice in which to
              investigate the matters forming the basis of such request, correct
              any deficient performance and provide TXU with assurances that
              such deficient performance shall not recur. If, following such
              five (5) day period, TXU is not reasonably satisfied with the
              results of Vendor's efforts to correct the deficient performance
              and/or to ensure its non-recurrence, Vendor shall, as soon as
              reasonably practicable, remove and replace such Vendor Personnel
              with an individual of suitable ability and qualifications. Nothing
              in this provision shall operate or be construed to limit Vendor's
              responsibility for the acts or omission of the Vendor Personnel;
              provided that if Vendor is obligated to remove any Vendor
              Personnel pursuant to this Subsection without reasonable cause,
              TXU will be responsible for any direct, actual costs associated
              with such removal, and Vendor will not be responsible for
              any delay in providing, or failure to provide, Services as a
              result of the removal and replacement process.

         (b)  Turnover Rate and Data. Commencing in January 2006, Vendor shall
              report the turnover rate of Vendor Personnel on a semi-annual
              basis. If TXU reasonably determines that the turnover rate of
              Vendor Personnel is materially adversely impacting the Services
              and so notifies Vendor, Vendor shall, within five (5) days of the
              date of TXU's notice, (i) provide TXU with data concerning
              Vendor's turnover rate, (ii) meet with TXU to discuss the reasons
              for the turnover rate, and (iii) submit a proposal for reducing
              the turnover rate. After considering TXU's comments, to the extent
              appropriate Vendor shall implement such proposal as soon as
              practicable.

7.11     Conduct of Vendor Personnel.

         While at TXU Facilities, Vendor Personnel shall (i) comply with the TXU
         Rules as long as TXU notifies Vendor of such TXU Rules reasonably in
         advance (subject to Section 6.3(a)), (ii) comply with reasonable
         requests of TXU personnel pertaining to personal and professional
         conduct, (iii) attend reasonable workplace training offered by TXU at
         TXU's request, and (iv) otherwise conduct themselves in a professional
         and businesslike manner.

7.12     Substance Abuse. Vendor represents and warrants that it has and shall
         maintain and enforce substance abuse policies, in each case in
         conformance with applicable Laws, and Vendor Personnel shall be subject
         to such policies.
<PAGE>

8.       VENDOR RESPONSIBILITIES

8.1      Policy and Procedures Manual. Vendor shall deliver to TXU for its
         review, comment and approval a Policy and  Procedures Manual as
         described in the applicable Services Agreement.

8.2      Reports.

         (a)  General. Vendor shall provide TXU with reports pertaining to
              the performance of the Services ("Reports") as set forth in
              Schedule R to the applicable Services Agreement, in the format
              and at the frequencies provided therein. In addition, TXU may
              request, and Vendor will generate and deliver, additional
              Reports at the cost and expense of TXU. All Reports described
              in Schedule R to the applicable Services Agreement shall be
              provided to TXU as part of the Services. The Reports described
              in Schedule R to the applicable Services Agreement and, to the
              extent mutually agreed upon, all other Reports, shall be
              provided to TXU in hard copies and electronic copies.

         (b)  Back-Up Documentation. Vendor shall provide TXU with copies of
              and access to data, documentation and other information in
              Vendor's possession as may be reasonably requested by TXU in
              order to verify the accuracy of the Reports provided by
              Vendor.

         (c)  Correction of Errors. Vendor shall promptly correct all errors
              and inaccuracies in or with respect to the Reports, of which
              it becomes aware, including the information or data contained
              in such Reports; provided that errors or inaccuracies for
              which TXU is responsible shall be corrected by Vendor at TXU's
              expense.

8.3      Access to Specialized Vendor Skills and Resources. Upon TXU's
         reasonable request, Vendor shall provide TXU with reasonable access to
         Vendor's specialized personnel on an expedited basis taking into
         account the relevant circumstances (the "Specialized Services"). The
         Parties acknowledge that the provision of such Specialized Services
         may, in some cases, constitute New Services for which Vendor is
         entitled to additional compensation, but in no event shall Vendor be
         entitled to any additional compensation for New Services under this
         Subsection unless the TXU Account Executive and Vendor Account
         Executive expressly agree in writing upon such additional compensation.
         If TXU authorizes Vendor to proceed but the Parties disagree as to
         whether the authorized work constitutes New Services, Vendor shall
         proceed with such work and the disagreement shall be submitted to
         dispute resolution pursuant to Article 17.

8.4      Audit Rights.

         (a)   Vendor Records. Vendor shall maintain complete and accurate
               records of and supporting documentation related to the
               Services, including for all Charges ("Contract Records").
               Vendor shall maintain such Contract Records in accordance with
               generally accepted accounting principles for the applicable
               jurisdiction applied on a consistent basis. Vendor shall
               retain Contract Records in accordance with TXU's record
               retention policy as in effect on the Master Agreement
               Effective Date a copy of which has been provided to Vendor,
               which may be modified by the Parties in accordance with the
               Adjustment Process.
<PAGE>

         (b)   Operational Audits. Vendor shall provide to TXU (and internal
               and external auditors, inspectors, governmental bodies,
               regulators and other representatives that TXU may designate)
               access at reasonable hours to Vendor Personnel, to the facilities
               at or from which Services are or have been provided and to
               Contract Records and other pertinent information, all to the
               extent relevant to the Services and Vendor's obligations under
               this Agreement. Such access shall be provided for the purpose of
               performing audits and inspections of TXU and its businesses,
               including to (i) verify the integrity of TXU Data, (ii)
               examine the systems that process, store, support and transmit
               that data, (iii) examine controls (e.g., organizational controls,
               input/output controls, system modification controls, processing
               controls, system design controls, and access controls) and
               security, disaster recovery and back-up practices and procedures,
               (iv) examine Vendor's performance of the Services, (v) verify
               Vendor's reported performance against this Agreement (including
               the applicable Service Levels), (vi) examine Vendor's
               measurement, monitoring, management and reporting tools,
               and (vii) enable TXU to meet applicable legal, regulatory and
               contractual requirements, in each case to the extent applicable
               to the Services. Vendor shall provide any assistance reasonably
               requested by TXU or its designee in conducting any such audit,
               including installing and operating audit software. If
               an audit reveals a material breach of this Agreement, Vendor
               shall promptly reimburse TXU for the actual cost of such audit
               and any damages, fees, fines, or penalties assessed against or
               incurred by TXU as a result thereof.

         (c)   Financial Audits. During the Term and for a period thereafter
               required by Law, Vendor shall provide to TXU (and internal and
               external auditors, inspectors, governmental bodies, regulators
               and other representatives that TXU may designate) access at
               reasonable hours to Vendor Personnel and to Contract Records
               required to be maintained by TXU by Law and other pertinent
               information, all to the extent relevant to the Services and
               Vendor's obligations under this Agreement. Such access shall be
               provided for the purpose of performing audits and inspections to
              (i) verify the accuracy and completeness of Contract Records,
              (ii) verify the accuracy and completeness of Charges and any
              Pass-Through Expenses and Out-of-Pocket Expenses, (iii) examine
              the financial controls, processes and procedures utilized by
              Vendor, (iv) examine Vendor's performance of its other financial
              obligations, and (v) enable TXU to meet applicable legal,
              regulatory and contractual requirements, in each case to the
              extent applicable to the Services and/or the Charges for such
              Services. Vendor shall provide any assistance reasonably requested
              by TXU or its designee in conducting any such audit. If any such
              audit reveals a net overcharge by Vendor, and Vendor does not
              successfully dispute the amount questioned by such audit in
              accordance with Article 17, Vendor shall promptly pay to TXU the
              amount of such overcharge, together with interest from the date
              of Vendor's receipt of such overcharge at the rate set by
              Citibank, N.A. as its prime lending rate plus two (2) percent
              per annum. In addition, if any such audit reveals an overcharge
              of more than the greater of (x) five percent (5%) and (y) one
              million dollars, in each case of the audited Charges in any
              Charges category, Vendor shall promptly reimburse TXU for the
              actual cost of such audit.

         (d)  Audit Assistance. TXU may be subject to regulation and audit
              by governmental bodies, standards organizations, other
              regulatory authorities, customers or other parties to
              contracts with TXU under applicable Laws, rules, regulations,
              standards and contract provisions. If a governmental body,
              standards organizations, other regulatory authority or
              customer or other party to a contract with TXU exercises its
              right to examine or audit TXU pursuant to such Laws, rules,
              regulations, standards or contract provisions, Vendor shall
              provide reasonable assistance requested by TXU in responding
              to such audits or requests for information.
<PAGE>

         (e)  General Procedures.

              (i)   Except as otherwise required under applicable Law, TXU may
                    perform audits in accordance with this Section upon
                    reasonable notice to Vendor during normal business hours,
                    for a reasonable duration and not more than one time per
                    any 12 month period; provided that if any audit reveals a
                    material failure of compliance with this Agreement then TXU
                    shall be entitled to conduct a follow-up audit within six
                    months. The costs and expenses to perform audits under this
                    Section shall be borne by TXU.

              (ii)  Notwithstanding the intended breadth of TXU's audit rights,
                    TXU shall not be given access to (A) the proprietary
                    information of other Vendor customers or vendors not related
                    to the provision of the Services, (B) Vendor locations that
                    are not related to TXU or the Services, or (C) Vendor's
                    internal costs, except to the extent such costs are the
                    basis upon which TXU is charged and/or are necessary to
                    calculate the applicable Charges.

              (iii) In performing audits, TXU shall use all reasonable efforts
                    to avoid unnecessary disruption of Vendor's operations and
                    unnecessary interference with Vendor's ability to perform
                    the Services.

              (iv)  Following any audit, TXU shall conduct (in the case of an
                    internal audit), or request its external auditors or
                    examiners to conduct, an exit conference with Vendor to
                    obtain factual concurrence with issues identified in the
                    review.

              (v)   TXU (and internal and external auditors, inspectors,
                    regulators) shall be given reasonable secure workspace in
                    which to perform an audit, plus reasonable access to
                    photocopiers, telephones, facsimile machines, computer
                    hook-ups, and any other facilities or equipment needed for
                    the performance of the audit.

         (f)   Vendor Internal Audit. If Vendor determines as a result of its
               own internal audit that it has overcharged TXU, then Vendor
               shall promptly pay to TXU the amount of such overcharge,
               together with interest from the date of Vendor's receipt of
               such overcharge at the rate set by Citibank, N.A. as its prime
               lending rate plus two (2) percent per annum.

         (g) Vendor Response. Vendor and TXU shall meet to review each audit
             report promptly after the issuance thereof. Vendor will respond to
             each audit report in writing within thirty (30) days from receipt
             of such report, unless a shorter response time is specified in such
             report. Vendor and TXU shall develop and agree upon an action plan
             to promptly address and resolve any deficiencies, concerns and/or
             recommendations in such audit report and following approval of such
             plan by TXU, Vendor shall undertake remedial action in accordance
             with such action plan and the dates specified therein.
<PAGE>

         (h) Vendor Response to Non-TXU Audits. If an audit by a governmental
             body, standards organization or regulatory authority having
             jurisdiction over TXU or Vendor results in a finding that Vendor is
             not in compliance with any generally accepted accounting principle
             or other audit requirement or any Law or standard relating to the
             performance of its obligations under this Agreement, Vendor shall,
             at its own expense and within the time period specified by such
             auditor, address and resolve the deficiency(ies) identified by such
             governmental body, standards organization or regulatory authority.

         (i) SAS 70 Audit. Vendor shall conduct annually, or less frequently as
             may be commercially reasonable, a Type 2 Statement of Auditing
             Standards ("SAS") 70 audit (or equivalent audit) with respect to
             all Vendor Facilities at or from which the Services are provided
             and Vendor's obligations hereunder shall be met by providing a copy
             of the resulting audit report to TXU and its independent auditors
             no later than 90 days prior to the end of TXU's fiscal year. Vendor
             shall respond to such report in accordance with Section 8.4(g).

8.5      Agency and Disbursements.

         (a) Limited Agency. TXU hereby appoints Vendor as its limited
             agent during the Term solely for the purposes of performing
             the Services, including to manage and administer the Managed
             Third Party Agreements. TXU shall provide, on a timely basis,
             such affirmation of Vendor's authority to such lessors,
             licensors, suppliers, and other third parties as Vendor may
             reasonably request.

         (b) Reimbursement for Substitute Payment. If either Party in error
             pays to a third party an amount for which the other Party is
             responsible under this Agreement, the Party that is responsible
             for such payment shall promptly reimburse the paying Party for
             such amount.

         (c) Notice of Decommissioning. Vendor agrees to notify TXU promptly if
             and to the extent any TXU owned Equipment or TXU leased Equipment
             will no longer be used to provide the Services. The notification
             will include the identification of the Equipment, and the date it
             will no longer be needed by Vendor, along with the reason for
             decommissioning. Upon receipt of any such notice, TXU may, in its
             sole discretion, terminate the Equipment lease for such leased
             Equipment as of the date specified in such notice and sell or
             otherwise dispose of or redeploy such TXU owned Equipment as of the
             date specified in such notice. Upon Vendor ceasing to use any
             Equipment (or, in the case of leased Equipment, upon the last
             day TXU is obligated to make such leased Equipment available to
             Vendor, if earlier), Vendor shall return the same to TXU and/or
             its designee(s) in condition at least as good as the condition
             thereof on the applicable Services Agreement Commencement Date,
             ordinary wear and tear excepted, provided that such Equipment was
             under the control of Vendor.
<PAGE>

8.6      Subcontractors.

         (a) Use of Subcontractors. Except to the extent set forth in subclauses
             (i)-(iii) hereunder, Vendor shall not subcontract any of its
             responsibilities without TXU's prior approval, which may be
             withheld in TXU's sole discretion. TXU agrees that Vendor may
             subcontract in the following instances without TXU's approval:
             (i) to the Subcontractors listed on Schedule D to the applicable
             Services Agreement, (ii) for any services that are in support of
             Vendor's provision of the Services (e.g., janitorial services or
             catering services) from a Vendor Service Location, or (iii)
             subcontracts pursuant to which Vendor intends to pay to the
             Subcontractor less than twenty percent (20%) of the aggregate
             Charges reasonably expected to be payable under the applicable
             Services Agreement during any Contract Year (any of the foregoing,
             a "Permitted Subcontract"). Prior to entering into a subcontract
             (other than a Permitted Subcontract) with a third party to provide
             or perform any part of the Services, Vendor shall (y) give TXU
             reasonable prior notice specifying the components of the
             Services affected, the scope of the proposed subcontract, the
             identity and qualifications of the proposed Subcontractor, and the
             reasons for subcontracting the work in question and (z) obtain
             TXU's prior approval of such Subcontractor.

         (b) Shared Subcontractors. Notwithstanding Section 8.6(a), Vendor
             may, in the ordinary course of business, subcontract with
             temporary personnel firms for the provision of temporary
             contract labor (collectively, "Shared Subcontractors");
             provided, that such Shared Subcontractors possess the training
             and experience, competence and skill to perform the work in a
             skilled and professional and workmanlike manner. TXU shall
             have no approval right with respect to such Shared
             Subcontractors. If, however, TXU expresses dissatisfaction
             with the services of a Shared Subcontractor, Vendor shall work
             in good faith to resolve TXU's concerns on a mutually
             acceptable basis.

         (c) Vendor Responsibility. For purposes of this Agreement,
             (i) services, functions and responsibilities performed or provided
             by Subcontractors (including their personnel) shall be deemed
             Services performed and provided by Vendor, (ii) references to
             Vendor shall include such Subcontractors (including for purposes
             of compliance with operations, policies, procedures, rules,
             standards and the like of TXU and the indemnities under this
             Agreement), (iii) Vendor shall be responsible for any failure by
             any Subcontractor to perform in accordance with this Agreement or
             to comply with any duties or obligations imposed on Vendor under
             this Agreement (including the Service Levels) to the same extent as
             if such failure to perform or comply was committed by Vendor or
             Vendor employees, and (iv) Vendor shall be responsible for the
             performance of all Subcontractors providing any of the Services.
             Vendor shall be TXU's sole point of contact regarding the Services.

8.7      Requirement of Writing. To the extent TXU is required under this
         Agreement to obtain Vendor's approval, consent or agreement, such
         approval, consent or agreement must be in writing and must be signed by
         or directly transmitted by electronic mail from the Vendor Account
         Executive or by the applicable individual to whom authority has been
         delegated in accordance with Section 7.8. Notwithstanding the preceding
         sentence, the Vendor Account Executive may agree in advance in writing
         that as to certain specific matters oral approval, consent or agreement
         will be sufficient.
<PAGE>

9.       TXU RESPONSIBILITIES

9.1      Responsibilities. In addition to TXU's responsibilities expressly set
         forth elsewhere in this Agreement, TXU shall be responsible for the
         following:

         (a)  TXU Account Executive. TXU shall designate one (1) individual to
              whom all Vendor communications concerning this Agreement may be
              addressed (the "TXU Account Executive"), who shall have the
              authority to act on behalf of TXU in all day-to-day matters
              pertaining to this Agreement. TXU may change the designated TXU
              Account Executive by providing notice to Vendor.  Additionally,
             (i) TXU shall be entitled to designate additional representatives
              who will be authorized to make certain decisions (e.g.,
             regarding emergency maintenance) if the TXU Account Executive is
             not available and (ii) the TXU Account Executive shall be entitled
             to delegate any of his or her rights and obligations to one or more
             designees upon prior notice to Vendor. Vendor is entitled to rely
             upon instructions given by the TXU Account Executive or any other
             individual designated to have decision-making authority in
             accordance with this Section 9.1(a).

         (b) Cooperation. TXU shall cooperate with Vendor by, among other
             things, making available, as reasonably requested by Vendor
             and as otherwise required by this Agreement, management
             decisions, information, approvals and acceptances so that
             Vendor may accomplish its obligations and responsibilities
             hereunder.

        (c)  Requirement of Writing. To the extent Vendor is required under
             this Agreement to obtain TXU's approval, consent or agreement,
             such approval, consent or agreement must be in writing and
             must be signed by or directly transmitted by electronic mail
             from the TXU Account Executive or by the applicable individual
             to whom authority has been delegated in accordance with
             Section 9.1(a). Notwithstanding the preceding sentence, the
             TXU Account Executive may agree in advance in writing that as
             to certain specific matters oral approval, consent or
             agreement will be sufficient.

        (d)  TXU shall terminate its service level agreement between TXU
             Energy Company LLC and TXU Gas Company prior to the IT
             Services Agreement Commencement Date.

9.2      Savings Clause.

        (a)  Vendor's failure to timely or otherwise perform its
             responsibilities under this Agreement (including failure to meet
             the Service Levels) shall be excused if and to the extent such
             Vendor non-performance is directly caused by (i) TXU's or TXU
             Third Party Contractor's gross negligence or wrongful acts or
             omissions or TXU's or TXU Third Party Contractor's breach of its
             obligations under this Agreement, (ii) Software, Equipment or
             Systems for which TXU or TXU Third Party Contractors have
             operational responsibility, or (iii) Vendor's compliance with
             specific instructions of TXU or TXU Third Party Contractors. Vendor
             agrees to timely notify TXU of such event and its inability to
             perform under such circumstances to the extent Vendor is aware
             thereof. To the extent such non-performance has not occurred,
             Vendor agrees to provide TXU with every reasonable opportunity to
             correct event and thereby avoid such Vendor non-performance. Vendor
             shall use commercially reasonable efforts to perform the Services
             notwithstanding such events.
<PAGE>

9.3      Contribution Failure.  If a Contribution Failure occurs:

         (a) Vendor Effort to Cure.  Vendor shall use reasonable best
             efforts, and TXU shall cooperate to permit Vendor to procure the
             applicable consent, permit, approval, authorizations or other
             actions, or to cure any other fact or circumstance constituting
             the Contribution Failure.  TXU shall reimburse Vendor for
             CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE
             COMMISSION of the costs Vendor incurs in connection with such
             activities including activities under Section 9.3(a) of the Master
             Framework Agreement dated May 17, 2004 between Oncor Electric
             Delivery  Company and Capgemini Energy LP ("Oncor MFA"); provided,
             however, that Vendor shall not be obligated to incur more than
             CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE
             COMMISSION in the aggregate under this Section 9.3 and Section 9.3
             of the Oncor MFA (including amounts subject to reimbursement),
             and TXU shall not be obligated to reimburse more than CONFIDENTIAL
             MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION in the
             aggregate unless it otherwise agrees.

         (b) Other Solutions. If the Contribution Failure is not cured as
             provided in Section 9.3 (a), whether because Vendor's efforts are
             not successful or (without limiting TXU's payment obligations under
             Section 9.3(a)) Vendor would incur more costs than provided in
             Section 9.3(a), and if the Contribution Failure prevents
             Vendor from performing timely or otherwise performing the Services
             including meeting the Transition Milestones, the Vendor shall use
             all reasonable best efforts to develop and propose to TXU a
             solution that would enable Vendor to perform Services without
             materially and adversely affecting TXU's operations or
             the Services. If the proposed solution would materially and
             adversely affect Vendor's costs in providing the Services, Vendor
             may propose an adjustment to the Charges to take into account the
             additional costs, whereupon the Parties shall endeavor in good
             faith to agree to an equitable adjustment to the Charges.
             If within 30 days following Vendor's first proposal of the
             solution and (if applicable) adjustment to the Charges the Parties
             have not agreed on a proposed solution and (if applicable)
             adjustment, the Parties promptly shall meet and endeavor in good
             faith to agree on a decrease in the scope of the Services or an
             adjustment to the Service Levels so that Vendor can perform the
             Services as so adjusted at the Service Levels as so adjusted
             without increased costs despite the Contribution Failure.

         (c) To the extent that the Contribution Failure prevents Vendor from
             performing timely or otherwise performing the Services, the Vendor
             shall be excused from such performance unless and until the
             Contribution Failure is cured or a solution or adjustment is
             agreed as provided in the preceding provisions of this Section.

10.      CHARGES

10.1     General.

         (a) Payment of Charges. In consideration of Vendor's performance
             of the Services, TXU agrees to pay Vendor the applicable
             Charges set forth in Exhibit 11.
<PAGE>

         (b) No Additional Charges. The charges for Transition Services are
             set forth in Exhibit 11 and there are no separate or
             additional charges, fees, expenses or other amounts for such
             Transition Services. TXU shall not pay any Charges for the
             Services in addition to those set forth in the applicable
             Services Agreement. Any costs incurred by Vendor prior to the
             Services Agreement Commencement Date are included in the
             Charges as set forth in Exhibit 11 and shall not be separately
             paid or reimbursed by TXU.

         (c) No Charge for Reperformance. At no additional expense to TXU,
             Vendor shall reperform (including any required backup or
             restoration of data from scheduled backups or, if not
             available on such backups, restoration by other means with
             TXU's reasonable cooperation) any Services that result in
             incorrect outputs due to an error or breach of this Agreement
             by Vendor, and the resources required for such performance
             shall not be counted in calculating the Charges payable or
             resources utilized by TXU. Any reperformance required by an
             error or breach of this Agreement by TXU, and the resources
             required for such performance, will be at the sole cost and
             expense of TXU.

         (d) Eligible Recipient Services. To the extent a designated
             Eligible Recipient will receive less than all of the Services,
             TXU shall identify in advance the Services to be provided by
             Vendor to such Eligible Recipient. In the event of a
             transaction described in clause (c) or (d) of the definition
             of Eligible Recipient, TXU may elect, on behalf of the
             Eligible Recipient in question, either (i) that such Eligible
             Recipient shall continue to obtain some or all of the Services
             subject to and in accordance with this Agreement for the
             remainder of the term of the applicable Services Agreement, or
             (ii) that the Eligible Recipient shall cease to receive some
             or all of the Services as of a specified date, subject to its
             receipt of Termination Assistance Services pursuant to Section
             4.2.

         (e) Severance. At the end of each three month period commencing on the
             Services Agreement  Commencement Date for the IT Services
             Agreement and ending eighteen months after such Services Agreement
             Commencement Date, TXU shall reimburse Vendor for the actual
             severance  amounts paid directly to (i) terminated  Transitioned
             Employees (in accordance with Exhibit 2) under each of the Initial
             Services Agreements during such three month period who have signed
             an Agreement and Release substantially in the form attached as
             Schedule 1 to Exhibit 2 and (ii) terminated Transitioned Employees
             under the Oncor MFA (as such term is defined in the Oncor MFA)
             (in accordance with Exhibit 2 to the Oncor MFA) under each of the
             Initial Services Agreements (as defined in the Oncor MFA) during
             such three month period who have signed an Agreement and Release
             substantially in the form attached as Schedule 1 to Exhibit 2 to
             the Oncor MFA ("Actual Severance") up to an aggregate cap of
             CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY
             WITH THE COMMISSION for all such Transitioned Employees under all
             such Initial Services Agreements.  If TXU's reimbursement
             obligation to Vendor under this Section is less than then
             CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE
             COMMISSION within 30 days after the end of such eighteen month
             period, Vendor shall be entitled to a payment from TXU in an amount
             equal to: CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY
             WITH THE COMMISSION.
<PAGE>

         (f) Transition Charges. With respect to Transition Charges under this
             Agreement and Transition Charges under the Oncor MFA, TXU
             shall reimburse Vendor for CONFIDENTIAL MATERIAL REDACTED AND FILED
             SEPARATELY WITH THE COMMISSION Transition Charges and CONFIDENTIAL
             MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
             of Transition Charges, in each case under all of the
             Initial Services Agreements, incurred by the Vendor by the 18 month
             anniversary of the Services Agreement Commencement Date under
             each such agreement unless otherwise agreed to by the parties.
             TXU's aggregate  commitment to reimburse Vendor for Transition
             Charges under all of the Initial Services Agreements and under the
             Initial Services Agreements as defined in the Oncor MFA is
             $25,000,000.  TXU shall reimburse Vendor for such amounts against
             invoices as such Transition Charges are incurred by Vendor,  with
             such amounts payable by TXU at the end of each three month period
             commencing on the Services Agreement Commencement Date for the IT
             Services Agreement.

10.2     Pass-Through Expenses.

         (a) Procedures and Payment. TXU shall pay all Pass-Through Expenses
             directly to the applicable suppliers following review, validation
             and approval of such Pass-Through Expenses by Vendor. Before
             submitting an invoice to TXU for any Pass-Through  Expense, Vendor
             shall (i) review and validate the invoiced charges, (ii) identify
             any errors or omissions, and (iii) communicate with the applicable
             supplier to correct any errors or omissions, resolve any questions
             or issues and obtain any applicable credits for TXU. Vendor shall
             deliver to TXU the original  supplier invoice, together with any
             documentation supporting such invoice and a statement that Vendor
             has reviewed and validated the invoiced charges,  within ten (10)
             days after Vendor's receipt thereof, or if earlier, at least three
             (3) days prior to the date on which payment is due if such invoice
             was  received  by Vendor at least ten (10) days prior to such due
             date. In addition, if the supplier offers a discount for payment
             prior to a specified  date, Vendor shall deliver such invoice and
             associated documentation to TXU at least ten (10) days prior to
             such date. To the extent Vendor fails to comply with its
             obligations hereunder, it shall be financially responsible for any
             discounts lost or any late fees or interest charges incurred by TXU
             and in addition, to the extent Vendor fails to process any invoice
             in accordance with this provision, it shall be financially
             responsible for any penalties associated with late payment with
             respect to such invoiced amounts, provided that in each such case
             TXU notified Vendor of the importance of processing the applicable
             Pass-Through Expense in a timely manner and accordance with the
             underlying invoice terms

         (b) Efforts to Minimize. Vendor will continually use commercially
             reasonable efforts to identify methods of reducing and
             minimizing TXU's retained and Pass-Through Expenses and will
             notify TXU of such methods and the estimated potential savings
             associated with each such method.

10.3     Incidental Expenses. Vendor acknowledges that, except as expressly
         provided otherwise in this Agreement, all charges, fees, expenses and
         other amounts (in each case whether internal or in respect of third
         parties) that Vendor incurs in performing the Services and complying
         with this Agreement are included in the Charges. Accordingly, such
         charges, fees, expenses and amounts shall not be separately paid or
         reimbursed by TXU.
<PAGE>

10.4     Taxes.  The Parties' respective responsibilities for taxes arising
         under or in connection  with this Agreement  shall be as follows:

         (a) Income Taxes. Each Party shall be responsible for its own Income
             Taxes.

         (b) Sales, Use and Property Taxes. Each Party shall be responsible
             for any sales, lease, use, personal property, stamp, duty or
             other such taxes on Equipment, Software or property it owns or
             leases from a third party, including any lease assigned
             pursuant to this Agreement, and/or for which it is financially
             responsible under this Agreement.

        (c)  Taxes on Goods or Services Used by Vendor. Vendor shall be
             responsible for all sales, service, value-added, lease, use,
             personal property, excise, consumption, and other taxes and
             duties, including VAT, payable by Vendor on any goods or
             services used or consumed by Vendor in providing the Services
             (including services obtained from Subcontractors) where the
             tax is imposed on Vendor's acquisition or use of such goods or
             services and the amount of tax is measured by Vendor's costs
             in acquiring or procuring such goods or services and not by
             TXU's cost of acquiring such goods or services from Vendor.

        (d)  Service Taxes. Vendor shall be responsible for all Service
             Taxes in effect as of the Master Agreement Effective Date.
             Subject to Section 13.3(j) TXU shall be responsible for all
             Service Taxes that come into effect after the Master Agreement
             Effective Date (including increases in the rate of Service
             Taxes from the rate in effect as of the Master Agreement
             Effective Date).

       (e)   Notice of New Taxes and Charges. Vendor shall promptly notify
             TXU when it becomes aware of any new taxes or other charges
             (including changes to existing taxes or charges) to be passed
             through and/or collected by TXU under this Section. Such
             notification (which must be separate from the first invoice
             reflecting such taxes or other charges, if applicable) shall
             contain a detailed explanation of such taxes or charges,
             including the effective date of each new tax or charge.

       (f)   Efforts to Minimize Taxes. The Parties agree to cooperate fully
             with each other to enable each other to more accurately determine
             its own tax liability and to minimize such liability to the extent
             legally  permissible.  Vendor's invoices shall separately state the
             Charges that are subject to taxation and the amount of taxes
             included therein.  Each Party will provide and make available to
             the other any resale certificates, information regarding
             out-of-state or out-of-country sales or use of equipment,
             materials, or services, and other exemption certificates or
             information reasonably requested by either Party. At TXU's request,
             Vendor shall provide TXU with (i) written certification signed by
             a senior executive of Vendor confirming that Vendor has filed all
             required tax forms and returns required in connection with any
             Service Taxes collected from TXU, and has collected and remitted
             all applicable Service Taxes, and (ii) such other information
             pertaining to applicable Taxes as TXU may reasonably request.

       (g)   Tax Audits or Proceedings.
<PAGE>

             (i) The provisions of this Section 10.4(g)(i) shall apply with
                 respect to any audit, proceeding or claim by any Tax Authority
                 that relates to taxes assessed by such Tax Authority for which
                 the other Party is financially responsible and that relates
                 solely to such other Party and, with respect to Vendor, does
                 not involve claims for taxes assessed in connection with any
                 other customer of Vendor. Each Party shall promptly notify the
                 other Party of, and coordinate with the other Party, the
                 response to and settlement of, any claim for Tax Authorities
                 for which the other Party is financially responsible under this
                 Agreement. With respect to any claim arising out of a form or
                 return signed by a Party to this Agreement, such Party will
                 have the right to elect to control the response to and
                 settlement of the claim, but the other Party will have all
                 rights to participate in the responses and settlements
                 commensurate with its potential responsibilities or
                 liabilities. Each Party also shall have the right to challenge
                 the imposition of any tax liability for which it is
                 financially responsible under this Agreement or, if necessary,
                 to direct the other Party to challenge the imposition of any
                 such tax liability. If either Party requests the other to
                 challenge the imposition of any tax liability, such other
                 Party shall do so (unless and to the extent it assumes
                 financial responsibility for the tax liability in question),
                 and the requesting Party shall reimburse the other for all
                 fines, penalties, interest, additions to taxes or similar
                 liabilities imposed in connection therewith, plus the
                 reasonable legal, accounting and other professional fees and
                 expenses it incurs. Each Party shall be entitled to any
                 tax refunds or rebates obtained with respect to the taxes for
                 which such Party is financially responsible under this
                 Agreement.

             (ii)The provisions of this Section 10.4(g)(ii) shall apply to any
                 audit, proceeding or claim by any Tax Authority that relates
                 to a type of tax (e.g.,  a Service  Tax) assessed by such Tax
                 Authority  to one Party for which the other Party is
                 financially responsible under this Agreement and for which
                 Vendor or other Vendor customers are also financially
                 responsible in other similar transactions. Each Party shall
                 promptly notify the other of any claim for taxes assessed by
                 applicable Tax Authorities for which the other Party is
                 responsible under this Agreement. Each Party shall provide any
                 information related to such claim reasonably requested by the
                 other Party. If either Party has a reasonable basis for a
                 challenge and requests the other to so challenge the imposition
                 of any tax liability, such other Party shall do so (unless and
                 to the extent it assumes financial responsibility for the tax
                 liability in question), and the requesting Party shall
                 reimburse the other for all reasonable legal, accounting or
                 other professional fees and expenses it incurs in such
                 challenge. In addition, neither Party shall enter into a
                 settlement of any tax liability that creates a binding
                 financial obligation for the other Party without the other
                 Party's approval, which shall not be unreasonably withheld;
                 provided that the other Party assumes financial liability for
                 any interest, penalties or fines which accrue on the claimed
                 amount, and provided further that this Subsection (ii) shall
                 not limit Vendor's right or ability to settle similar
                 claims related to other customers or amounts for which Vendor
                 has financial responsibility. Each Party shall be entitled to
                 any tax refunds or rebates obtained with respect to taxes for
                 which such Party is financially responsible under this
                 Agreement.
<PAGE>

       (h)   Tax Filings. Each Party represents, warrants and covenants that it
             will file appropriate tax returns, and pay applicable taxes owed
             arising from or related to the provision of the Services in
             applicable jurisdictions. Vendor represents, warrants and
             covenants that it is registered to and will collect and remit
             Service Taxes in all applicable jurisdictions.

10.5     New Services.

         (a) Procedures. If TXU requests that Vendor perform any New Services
             reasonably related to the Services or other services generally
             provided by Vendor, Vendor shall promptly prepare a New Services
             proposal for TXU's consideration. Unless otherwise agreed by the
             Parties, Vendor shall prepare such New Services proposal at no
             additional charge to TXU and shall use commercially reasonable
             efforts to deliver such proposal to TXU within thirty (30) days of
             its receipt of TXU's request or more quickly in the case of a
             pressing business need or an emergency situation. TXU shall
             timely provide such information as Vendor reasonably requests in
             order to prepare such New Service proposal. Such New Services
             proposal shall include the following at a level of detail
             sufficient to permit TXU to make an informed business decision:
             (i) a project plan and fixed price or price estimate for the New
             Service, (ii) a breakdown of such price or estimate, (iii) a
             description of the service levels to be associated with such New
             Service, (iv) a schedule for commencing and completing the New
             Service, (v) a description of any new hardware or software to be
             provided by Vendor in connection with the New Service, (vi) a
             description of any software, hardware and other resources,
             including Resource Unit (as defined in Exhibit 11) utilization,
             necessary to provide the New Service, (vii) any additional
             facilities or labor resources to be provided by TXU in connection
             with the proposed New Service, and (viii) in the case of any
             Developed Materials to be created through the provision of the
             proposed New Services, any Vendor ownership rights therein. TXU may
             accept or reject any New Services proposal in its sole discretion
             and Vendor shall not be obligated to perform any New Services to
             the extent the applicable proposal is rejected. TXU's acceptance
             of a New Services proposal shall only be valid and binding on TXU
             if approved in writing by the TXU Account Executive. Unless the
             Parties otherwise agree, if TXU accepts Vendor's proposal, Vendor
             will perform the New Services and be paid in accordance with the
             proposal submitted by Vendor and the provisions of this Agreement.
             Upon TXU's acceptance of a Vendor proposal for New Services, the
             scope of the Services will be expanded and the applicable Services
             Agreement will be modified to include such New Services.
             Notwithstanding any provision to the contrary, (i) Vendor shall
             act reasonably and in good faith in formulating such pricing
             proposal, (ii) Vendor shall identify potential means of reducing
             the cost to TXU, including utilizing Subcontractors as and to the
             extent appropriate, (iii) such pricing proposal shall be no less
             favorable to TXU than the pricing and labor rates set forth in this
             Agreement for comparable Services, and (iv) such pricing proposal
             shall take into account the existing and future volume of
             business between TXU and Vendor.
<PAGE>

         (b) Use of Third Parties. TXU may elect to solicit and receive
             bids from third parties to perform any New Services. If TXU
             elects to use third parties to perform New Services, (i) such
             New Services shall not be deemed "Services" under this
             Agreement, and (ii) Vendor shall cooperate with such third
             parties as provided in Section 4.3.

         (c) Services Evolution and Modification. The Parties anticipate
             that the Services will evolve and be supplemented, modified,
             enhanced or replaced over time to keep pace with technological
             and process advancements and improvements in the methods of
             performing and delivering services and the changes in the
             businesses of TXU. The Parties acknowledge and agree that
             these changes will modify the Services and will not be deemed
             to result in New Services unless the changed services meet the
             definition of New Services, in which case Vendor shall have
             the right to produce a proposal for TXU to provide such New
             Services.

         (d) End User and Eligible Recipient Requests. Vendor will promptly
             inform the TXU Account Executive of requests for New Services
             from End Users, and subject to the provisions of Subsection
             (a) above, shall submit any proposals for New Services to the
             TXU Account Executive. Vendor shall not agree to provide New
             Services to any End Users without the prior written approval
             of the TXU Account Executive. If Vendor fails to comply
             strictly with this Section 10.5(d), it shall receive no
             compensation for any services rendered to any person or
             entity.

         (e) Efforts to Reduce Costs and Charges. TXU may request that the
             Parties work together to identify ways to achieve reductions
             in the cost of service delivery and corresponding reductions in
             the Charges to be paid by TXU by modifying or reducing the nature
             or scope of the Services, the applicable Service Levels or other
             contract requirements. If requested by TXU, Vendor shall promptly
             prepare a proposal at a level of detail sufficient to permit TXU to
             make an informed business decision identifying all viable means of
             achieving the desired reductions without adversely impacting
             business objectives or requirements identified by TXU. In preparing
             such a proposal, Vendor shall give reasonable consideration to any
             means of achieving such reductions proposed by TXU, Vendor shall
             negotiate in good faith with TXU about each requested reduction in
             Charges and shall identify to TXU if and to what extent the cost of
             service delivery may be reduced by implementing various changes in
             this Agreement. TXU shall not be obligated to accept or implement
             any proposal, and Vendor shall not be obligated to implement any
             change that affects the terms of this Agreement unless and until
             such change is reflected in a written amendment to this Agreement.

10.6     Proration. Periodic charges under this Agreement are to be computed on
         a calendar month basis, and shall be prorated for any partial month on
         a calendar day basis.

10.7     Refundable Items.

         (a) Prepaid Amounts. Where TXU has prepaid for a service or function
             for which Vendor is assuming financial responsibility under this
             Agreement, Vendor shall refund to TXU, upon either Party
             identifying and verifying the prepayment, that portion of such
             prepaid expense which is attributable to periods on and after the
             applicable Services Agreement Commencement Date.
<PAGE>

         (b) Refunds and Credits. If either Party should receive a refund,
             credit, discount or other rebate for goods or services paid by
             the other Party, the recipient Party shall (i) notify the
             other Party of such refund, credit, discount or rebate and
             (ii) pay the full amount of such refund, credit, discount or
             rebate to the other Party.

10.8     TXU Benchmarking Reviews.

         (a) Benchmarking Review. Beginning on the second anniversary of the
             Master Agreement Effective Date and no more frequently than once
             every 18 months with regard to a Services Agreement thereafter
             (such 18 months period commencing from the completion of the
             immediately prior Benchmarking), TXU may engage the services of an
             independent third party (a "Benchmarker"), as agreed upon by both
             Parties, to compare the quality and cost of all or any reasonable
             aggregation of the Services (consistent with the overall
             structuring of the relationship between the parties, as reflected
             in the Transaction Agreements) against the quality and cost of
             service providers performing similar services to ensure that TXU
             is receiving from Vendor pricing and levels of service that are
             competitive with market rates, prices and service levels, given
             the nature, volume and type of Services provided by Vendor under
             this Agreement ("Benchmarking").

         (b) General. Any Benchmarker engaged by TXU shall execute a
             non-disclosure agreement substantially in the form of Exhibit
             7. Vendor shall cooperate fully with TXU and the Benchmarker
             and shall provide reasonable access to the Benchmarker during
             such effort. The Benchmarking shall be conducted so as not to
             unreasonably disrupt Vendor's operations under this Agreement.
             The costs of the Benchmarker for each benchmarking analysis
             shall be shared equally by the Parties.

        (c)  Result of Benchmarking. If the Benchmarker finds that the Charges
             paid by TXU for all Services or for any part of Services are
             greater than the lowest CONFIDENTIAL MATERIAL REDACTED AND FILED
             SEPARATELY  WITH THE COMMISSION of the prices charged by other
             service providers for work of a similar nature, type or volume
             (the "Benchmark Standard"), the Benchmarker shall submit a written
             report to TXU and to Vendor setting forth such  findings and
             conclusions (the "Benchmark Report"). Following TXU's
             receipt of the Benchmark Report, the Parties shall promptly meet to
             review the results indicated therein and Vendor shall, at TXU's
             option and in TXU's sole discretion, decrease the Charges
             (retroactive to the date of commencement of the Benchmarking)
             such that the reduced Charges for the Benchmarked Services are not
             greater  than the Benchmark Standard. If the Benchmarker does not
             issue a Benchmark Report, then at TXU's reasonable request
             the Benchmarker shall provide TXU and Vendor with materials
             indicating its observations and suggestions based on the data
             collected or used during the Benchmarking analysis.

11.      INVOICING AND PAYMENT

11.1     Invoicing.

         (a) Invoice. With regard to each Services Agreement, within five
             (5) days after the beginning of each month, Vendor shall
             present TXU with an invoice for any non-recurring Charges due
             and owing for the preceding month (the "Monthly Invoice"),
             including any ARCs and RRCs. The invoice shall be delivered to
             TXU, at its request, at the address(es) listed in Section 19.3
             and/or electronically. Except with respect to the Base
             Services Charges (which shall be payable as provided in
             Section 11.1(b) below) Vendor shall not invoice TXU for any
             advance or concurrent charges or other amounts.
<PAGE>

         (b) Payment. The Base Services Charges shall be paid two months in
             advance on the first day of a month (e.g., on January first
             TXU shall pay the Base Services Charges for February) .
             Subject to the other provisions of this Article 11, each
             Monthly Invoice for non-recurring Charges provided for under
             Section 11.1 shall be due and payable within forty-five (45)
             days after receipt by TXU of such Monthly Invoice unless the
             amount in question is disputed in accordance with Section 11.4
             of the Master Agreement.

         (c) Form and Data. At TXU's request, Vendor shall provide separate
             Monthly Invoices for each Eligible Recipient then receiving
             Services, allocated among such Eligible Recipients based on the
             chargeback data generated by Vendor and/or the allocation formula
             provided by TXU. Each invoice shall (i) comply with all applicable
             legal, regulatory and accounting requirements and (ii) allow TXU
             to validate volumes and fees. Upon TXU's request, Vendor shall
             within seven (7) days provide TXU with information and data to
             permit TXU to chargeback internally to the same organizational
             level and at the same level of detail in use by TXU as of the
             Services Agreement Commencement Date. Each invoice shall include
             the pricing calculations and related data utilized to establish the
             Charges. The data underlying each invoice shall be delivered to
             TXU electronically in a form and format compatible with TXU's
             accounting systems.

         (d) Credits. To the extent a credit may be due to TXU pursuant to
             this Agreement, Vendor shall provide TXU with an appropriate
             credit against amounts then due and owing; if no further
             payments are due to Vendor, Vendor shall pay such amounts to
             TXU within fifteen (15) days of the date of Vendor's final
             invoice.

         (e) Time Limitation. If Vendor fails to provide an invoice (other
             than with respect to Pass-Through Expenses) to TXU for any
             amount within one hundred eighty (180) days after the month in
             which the Services in question are rendered or the expense
             incurred, Vendor shall waive all rights it may otherwise have
             to invoice for and collect such amount.

11.2     Payment Due. Any undisputed amounts due under this Agreement for which
         a time of payment is not otherwise specified shall be due and payable
         within forty-five (45) days of the receipt of a proper invoice by TXU.
         Any late payments shall be subject to interest from the date on which
         payment was due at the rate set by Citibank, N.A. as its prime lending
         rate plus two (2) percent per annum.

11.3     Set Off. With respect to any amount to be paid or reimbursed by either
         Party under a particular Services Agreement, such Party may set off
         against such amount any amount that the other Party is obligated to pay
         or credit such Party under the applicable Services Agreement.
<PAGE>

11.4     Disputed Charges. TXU may only withhold payment of relevant portions
         of Charges if TXU  reasonably  disputes in good faith subject to the
         following:

         (a) Description and Explanation. TXU shall notify Vendor and provide a
             description of the particular Charges in dispute and an explanation
             of the reason why TXU disputes such Charges.

         (b) Continued Performance. If TXU has withheld payment in accordance
             with the provisions of this Section, each Party agrees to continue
             performing its obligations under this Agreement while the
             applicable dispute is being resolved unless and until such
             obligations are terminated by the termination or expiration of
             this Agreement.

         (c) No Waiver. Neither the failure to dispute any Charges or amounts
             prior to payment nor the failure to withhold any amount shall
             constitute, operate or be construed as a waiver of any right TXU
             may otherwise have to dispute any Charge or amount or recover any
             amount previously paid.

12.      TXU DATA AND OTHER PROPRIETARY INFORMATION

12.1     TXU Ownership of TXU Data. TXU Data are and shall remain the property
         of TXU and Vendor shall not possess or assert any lien or other
         interest, title or right in, to or under any TXU Data. Vendor shall
         promptly deliver TXU Data (or the portion of such TXU Data specified by
         TXU) to TXU in the format and on the media on which such TXU Data is
         held or contained by Vendor in accordance with this Agreement (i) at
         any time at TXU's reasonable request, (ii) at the end of the term of
         each applicable Services Agreement and the completion of all requested
         Termination Assistance Services, or (iii) with respect to particular
         TXU Data, at such earlier date that such data are no longer required by
         Vendor to perform the Services. Thereafter, Vendor shall return or
         destroy, as directed by TXU, all copies of the TXU Data in Vendor's
         possession or under Vendor's control within ten (10) days and deliver
         to TXU written certification of such return or destruction signed by a
         senior executive of Vendor. TXU Data shall not be utilized by Vendor
         for any purpose other than the performance of Services and shall not be
         sold, assigned, leased, commercially exploited or otherwise provided to
         third parties by or on behalf of Vendor or any Vendor Personnel.
         Notwithstanding any other provision of this Agreement, Vendor shall not
         undertake or engage in any activity with respect to any TXU Personal
         Data which would constitute Vendor's functioning in the capacity of a
         "controller," as such capacity may be identified and defined in the
         respective applicable Privacy Laws and Vendor shall promptly notify TXU
         if it believes that any use of TXU Data by Vendor contemplated under
         this Agreement or to be undertaken as part of the Services would
         constitute Vendor so functioning in the capacity of a "controller."

12.2     Safeguarding TXU Data.

         (a) Safeguarding Procedures. Vendor shall establish and maintain
             environmental, safety and facility procedures, data security
             procedures and other safeguards against the destruction, loss,
             unauthorized access, use or alteration of TXU Data in the
             possession of Vendor which are (i) no less rigorous than those
             maintained by TXU as of the applicable Services Agreement
             Commencement Date (or implemented by TXU in the future to the
             extent deemed necessary by TXU), as the same may be amended or
             modified from time to time, and (ii) adequate to meet the
<PAGE>

             requirements of TXU's then current records retention policy, as
             the same may be amended or modified from time to time (provided
             that any such amendment or modification is in accordance with the
             Adjustment Process and applicable laws). Vendor will revise and
             maintain such procedures and safeguards upon TXU's reasonable
             request and in accordance with the Adjustment Process. TXU shall
             have the right to establish backup security for TXU Data and to
             keep in its possession backup copies of the TXU Data at TXU's
             expense. Vendor shall remove all TXU Data from any media taken
             out of service and shall destroy or securely erase such media in
             accordance with the Policy and Procedures Manual. No media on
             which TXU Data is stored may be used or re-used to store data of
             any other customer of Vendor or to deliver data to a third
             party, including another Vendor customer, unless securely erased
             in accordance with the Policy and Procedures Manual. In the event
             Vendor discovers or is notified of a breach or potential breach of
             security relating to TXU Data, Vendor shall (i) immediately notify
             TXU of such breach or potential breach and perform a Root Cause
             Analysis thereon, (ii) investigate such breach or potential breach,
             (iii) if the breach is attributable to Vendor, remediate the
             effects of such breach or potential breach, and (iv) if the breach
             is attributable to Vendor, provide TXU with such assurances as TXU
             shall request that such breach or potential breach will not recur.

         (b) Reconstruction Procedures. Vendor shall be responsible for
             developing and maintaining procedures for the reconstruction
             of destroyed, lost or altered TXU Data which are (i) no less
             rigorous than those maintained by TXU as of the applicable
             Services Agreement Commencement Date and (ii) no less rigorous
             than those maintained by Vendor for its own and other
             customers' information of a similar nature as the same may be
             amended and modified from time to time.

        (c)  Corrections. Vendor shall correct all TXU Data that is altered
             or that becomes inaccurate after the Master Agreement
             Effective Date; provided that any such alteration or
             inaccuracy caused by TXU or that existed prior to the Master
             Agreement Effective Date shall be corrected by Vendor at TXU's
             expense.

        (d)  Restoration. Vendor shall restore all TXU Data that is
             destroyed or becomes lost after the applicable Services
             Agreement Commencement Date (other than in the instances in
             which the parties reasonably agree that it would be
             impracticable to restore such TXU Data); provided that any
             destruction or loss caused by TXU or that existed prior to the
             applicable Services Agreement Commencement Date shall be
             corrected by Vendor at TXU's expense.

12.3     Confidentiality.

         (a)  Proprietary Information. Vendor and TXU each acknowledge that the
              other possesses and will continue to possess information that has
              been developed or received by it, has commercial value in its or
              its customers' businesses and is not generally available to the
              public. Except as otherwise specifically agreed in writing by the
              Parties, "Proprietary Information" shall mean (i) this Agreement
              and the existence and terms hereof, (ii) all information marked
              confidential, restricted or proprietary by either Party, and
              (iii) any other information that is treated as confidential by the
              disclosing Party and would reasonably be understood to be
<PAGE>

              confidential, whether or not so marked. In the case of TXU,
              Proprietary Information also shall include Developed Materials,
              TXU Data, attorney-client privileged materials, attorney work
              product, customer lists, customer contracts, customer information,
              rates and pricing, information with respect to competitors,
              strategic plans, account information, rate case strategies,
              research information, chemical formulae, product formulations,
              plant and equipment design information, catalyst information,
              information that contains trade secrets, financial/accounting
              information (including assets, expenditures, mergers,
              acquisitions, divestitures, billings collections, revenues and
              finances), human resources and personnel information, marketing/
              sales information, information regarding businesses, plans,
              operations, third party contracts, licenses, internal or external
              audits, law suits, regulatory compliance or other information or
              data obtained, received, transmitted, processed, stored, archived,
              or maintained by Vendor under this Agreement. By way of example,
              TXU's Proprietary Information shall include plans for changes in
              TXU Facilities, business units and product lines, plans for
              business mergers, acquisitions or divestitures, rate information,
              plans for the development and marketing of new products,
              financial forecasts and budgets, technical proprietary
              information, employee lists and company telephone or e-mail
              directories. In the case of Vendor, Proprietary Information shall
              include data, financial information, account information,
              information regarding Vendor's business plans and operations,
              and proprietary software, tools and methodologies owned by
              Vendor and used in the performance of the Services, plans for
              changes in Vendor's facilities, business units and product lines,
              plans for business mergers, acquisitions or divestitures, plans
              for the development and marketing of new products, financial
              forecasts and budgets, technical proprietary information, employee
              lists and company telephone or e-mail directories. Each Party's
              Proprietary Information shall remain the property of such Party.

         (b)  Obligations.

              (i)  During the Term and at all times thereafter subject to
                   Section 12.3(f), Vendor and TXU shall not disclose, and shall
                   maintain the confidentiality of, all Proprietary Information
                   of the other Party. TXU and Vendor shall each use at least
                   the same degree of care to safeguard and to prevent
                   disclosing to third parties the Proprietary Information of
                   the other as it employs to avoid unauthorized disclosure,
                   publication, dissemination, use, destruction, loss, or
                   alteration of its own information (or information of
                   its customers) of a similar nature, but not less than
                   reasonable care. Vendor Personnel shall have access to TXU's
                   Proprietary Information only to the extent necessary for
                   such person to perform his or her obligations under or with
                   respect to this Agreement or as otherwise naturally occurs in
                   such person's scope of responsibility, provided that such
                   access is not in violation of Law.

              (ii)  The Parties may disclose Proprietary Information to their
                    Affiliates (except where prohibited by TXU Rules or Vendor's
                    rules of which TXU has been made aware), auditors,
                    attorneys, accountants, consultants, contractors,
                    subcontractors and other professional advisors, where (A)
                    use by such person or entity is authorized under this
                    Agreement or (B) such disclosure is necessary for the
                    performance of such person's or entity's obligations under
                    or with respect to this Agreement (including in furtherance
                    of the preservation or exercise of the right, remedies and
                    privileges of a Party) or otherwise naturally occurs in
                    such person's or entity's scope of responsibility. The
                    disclosing Party shall be responsible for the acts or
                    omissions of such person or entity and shall take all
                    necessary steps to ensure that the Proprietary Information
                    is not disclosed or used in contravention of this Agreement.
                    Any disclosure to such person or entity shall be under the
                    terms and conditions as provided herein.
<PAGE>

              (iii) Neither Party shall (A) make any use or copies of the
                    Proprietary Information of the other Party except as
                    contemplated by this Agreement, (B) acquire any right,
                    title or interest in, to or under or assert any lien
                    against the Proprietary Information of the other Party,
                    (C) sell, assign, transfer, lease, or otherwise dispose of
                    Proprietary Information to third parties or commercially
                    exploit such information, including through Derivative
                    Works, or (D) refuse for any reason (including a default or
                    material breach of this Agreement by the other Party) to
                    promptly provide the other Party's Proprietary Information
                    (including copies thereof) to the other Party if requested
                    to do so. Upon expiration or any termination of this
                    Agreement and completion of each Party's obligations under
                    this Agreement, each Party shall return or destroy, as the
                    other Party may direct, all documentation in any medium that
                    contains, refers to, or relates to the other Party's
                    Proprietary Information within thirty (30) days. Each Party
                    shall deliver to the other Party written certification of
                    its compliance with the preceding sentence signed by a
                    senior executive of such Party. In addition, each Party
                    shall take all necessary steps to ensure that its employees
                    comply with these confidentiality provisions.

         (c)  Exclusions. Section 12.3(b) shall not apply to any particular
              information which the receiving Party can demonstrate: (i) is, at
              the time of disclosure to it, generally available to the public
              other than through a breach of the receiving Party's or a third
              party's confidentiality obligations, (ii) after disclosure to it,
              is published by the disclosing Party or otherwise becomes
              generally available to the public other than through a breach of
              the receiving Party's or a third party's confidentiality
              obligations, (iii) is lawfully in the possession of the
              receiving Party at the time of disclosure to it, (iv) is received
              from a third party having a lawful right to disclose such
              information, or (v) is independently developed by the receiving
              Party without reference to Proprietary Information of the
              disclosing Party. Information disclosed hereunder and any
              combination of features thereof shall not be deemed to be
              within the foregoing exceptions merely because such information
              or any combination of the individual features thereof are embraced
              by more general information in the public knowledge or literature.
              In addition, the receiving Party shall not be considered to have
              breached its obligations under this Section for disclosing
              Proprietary Information of the other Party as required, in the
              opinion of legal counsel, to satisfy any legal requirement of a
              competent government body, provided that, promptly upon
              receiving any such request, such Party, to the extent it may
              legally do so, advises the other Party of the Proprietary
              Information to be disclosed and the identity of the third party
              requiring such disclosure prior to making such disclosure in order
              that the other Party may interpose an objection to such
              disclosure, take action to assure confidential handling of the
              Proprietary Information, or take such other action as it deems
              appropriate to protect the Proprietary Information. The receiving
              Party shall use commercially reasonable efforts to cooperate with
              the disclosing Party in its efforts to seek a protective order or
              other appropriate remedy or in the event such protective order or
              other remedy is not obtained, to obtain assurance that
              confidential treatment will be accorded such Proprietary
              Information.
<PAGE>

         (d)  Misuse of Proprietary Information. Each Party shall
              (i) immediately notify the other Party of any possession, use,
              knowledge, disclosure, publication, dissemination, alteration, or
              loss of such other Party's Proprietary Information in
              contravention of this Agreement, (ii) promptly furnish to the
              other Party all known details and assist such other Party in
              investigating and/or preventing the reoccurrence thereof, (iii)
              cooperate with the other Party in any investigation or litigation
              deemed necessary by such other Party to protect its rights, and
              (iv) promptly use all commercially reasonable efforts to prevent
              further possession, use, knowledge, disclosure, publication,
              dissemination, alteration, or loss of Proprietary Information in
              contravention of this Agreement. Each Party shall bear any costs
              it incurs in complying with this Section 12.3(d).

         (e)  No Implied Rights. Nothing contained in this Section 12.3
              shall be construed as obligating a Party to disclose its
              Proprietary Information to the other Party, or as granting to
              or conferring on a Party, expressly or impliedly, any rights,
              title, interests or license in, to or under any Proprietary
              Information of the other Party.

         (f)  Survival. The Parties' obligations of non-disclosure and
              confidentiality shall survive the expiration or termination of
              this Agreement for a period of three (3) years other than with
              respect to trade secrets, in which case the obligations shall
              survive until such time as the applicable information no
              longer constitutes Proprietary Information as defined in this
              Agreement.

12.4     File Access. Subject to reasonable security, confidentiality and
         regulatory restrictions imposed by Vendor, TXU shall have access to,
         and the right to review and retain the entirety of, all computer or
         other files containing TXU Data, as well as all systems and network
         logs, system parameters and documentation. At no time shall any of such
         files or other materials or information be stored or held in a form or
         manner not accessible to TXU. Upon the request of the TXU Account
         Executive, Vendor shall confirm that all files and other information
         provided to TXU are complete and that no material element, amount, or
         other fraction of such files or other information to which TXU may
         request access or review has been deleted, lost, withheld, disguised or
         encoded in a manner inconsistent with the purpose and intent of
         providing access to TXU as contemplated by this Agreement.

13.      REPRESENTATIONS AND WARRANTIES

13.1     Work Standards. Vendor represents and warrants that the Services shall
         be rendered in a professional and workmanlike manner. Vendor represents
         and warrants that it shall use adequate numbers of qualified
         individuals with suitable training, experience, competence and skill to
         perform the Services. Vendor shall provide such individuals with
         training as to new products and services prior to the implementation of
         such products and services in the TXU environment.
<PAGE>

13.2     Authorization.

         Each Party represents and warrants to the other that:

        (a)   Existence. It is a duly incorporated, formed or organized, as
              applicable, validly existing and in good standing under
              applicable Laws;

        (b)   Power and Authority. It has the requisite organizational power
              and authority to execute, deliver and perform its obligations
              under this Agreement;

        (c)   Legal Authority. It has obtained all governmental
              authorizations, approvals, or permits required to perform its
              obligations under this Agreement under all applicable Laws,
              except to the extent the failure to obtain any such
              authorizations, approvals, or permits is, in the aggregate,
              immaterial;

        (d)   Due Authorization. The execution, delivery and performance of
              this Agreement and the consummation of the transactions
              contemplated by this Agreement have been duly authorized by
              the requisite organizational action on the part of such Party;
              and

        (e)   No Violation or Conflict. The execution, delivery, and
              performance of this Agreement shall not constitute a violation
              of any judgment, order, or decree; a material default under
              any material contract by which it or any of its material
              assets are bound; or an event that would, with notice or lapse
              of time, or both, constitute such a default.

13.3     Compliance with Laws.

         (a)  Compliance by Vendor. Vendor represents and warrants that,
              with respect to the provision or receipt, as applicable, of
              the Services, as applicable, and the performance of its other
              legal and contractual obligations hereunder, it is and shall
              be in compliance with all applicable Laws, including Laws
              applicable to TXU that are not applicable to Vendor of which
              TXU has provided notice (including in this Agreement),
              including identifying and procuring applicable permits,
              certificates, approvals and inspections required under all
              Laws. If a charge of non-compliance by Vendor with any Law
              occurs that impacts or is likely to impact Vendor's
              performance under this Agreement, Vendor shall promptly notify
              TXU of such charge.

         (b)  Compliance by TXU. TXU represents and warrants that, with
              respect to the performance of its legal and contractual
              obligations hereunder, it is and shall be in compliance with
              all applicable Laws. If a charge of non-compliance by TXU with
              any Law occurs that impacts or is likely to impact Vendor's
              performance under this Agreement, TXU shall promptly notify
              Vendor of such charge.

         (c)  Compliance Data and Reports. At no additional charge and upon
              TXU's reasonable request, Vendor shall provide TXU with data
              and reports in Vendor's possession necessary for TXU to meet
              its obligations to comply with Laws.
<PAGE>

         (d)  Notice of Laws. The Parties shall cooperate in interpreting
              Laws and identifying the impact of Laws on the Services;
              provided that with respect to those Laws applicable to the
              businesses of TXU, TXU shall retain the right, in its sole
              discretion, to interpret and determine the impact of such Laws
              on the Services. At TXU's reasonable request, Vendor Personnel
              shall participate in TXU provided regulatory compliance
              training programs.

         (e)  Changes in Laws. Vendor shall comply with all Laws and changes
              in Laws (including Laws specifically applicable to the
              businesses of TXU to the extent Vendor receives one-time
              notice of such Laws from TXU (including Public Utility
              Regulatory Act, Tex. Util. Code Ann. ss. 11.001 et. seq.
              (Vernon 1998 & Supp. 2004) and Gas Utility Regulatory Act,
              Tex. Util. Code Ann. ss. 101.001 et. seq. (Vernon 1998 & Supp.
              2004) both of which Vendor is hereby on notice of)), in all
              cases as such Laws may be amended.

         (f)  TXU Costs. TXU shall be responsible for all costs and expenses
              resulting from changes in Laws applicable to the businesses of
              TXU or TXU's receipt or use of the Services. Any resulting changes
              to the Services will be addressed through the Change Control
              Process. To the extent TXU declines to have Vendor perform such
              changes to the Services, Vendor shall not be responsible for any
              Losses resulting therefrom. To the extent such changes
              in Laws impact other Vendor customers, any additional costs shall
              be apportioned on an equitable basis to all such customers. If
              such change in Law results in a significant increase in the cost
              of the Services, TXU may, at its option, conduct a Benchmarking
              in accordance with Section 10.8 to determine if any other service
              providers are able on similar terms to provide services of a
              similar nature, type or volume (the "Benchmark Standard") for an
              amount less than Vendor, in which case Vendor shall decrease the
              Charges (retroactive to the date of commencement of the
              Benchmarking) such that the reduced Charges for the applicable
              Services are not greater than the Benchmark Standard.

         (g)  Vendor Costs. Vendor shall be responsible for all costs and
              expenses resulting from changes in Law specifically applicable
              to the business of Vendor or applicable to the performance of
              the Services and there shall be no increase to the Charges or
              to TXU's retained expenses as a result thereof.

         (h)  Compliance with Data Privacy Laws. Without limiting the
              foregoing, with respect to any TXU Personal Data, Vendor shall
              provide TXU with such assistance as TXU may reasonably require
              to fulfill its responsibilities under the respective
              applicable Privacy Laws.

         (i)  Responsibility. Vendor shall be responsible for any Losses
              imposed on Vendor or TXU resulting from any failure of Vendor
              to comply with applicable Laws or respond in a timely manner
              to changes in such Laws, unless and to the extent such failure
              directly results from the acts or omissions of TXU, an
              Eligible Recipient or a TXU Third Party Contractor in
              contravention of TXU's obligations under this Agreement. TXU
              shall be responsible for any Losses imposed on Vendor or TXU
              resulting from any failure of TXU to comply with applicable
              Laws or respond in a timely manner to changes in such Laws,
              unless and to the extent such failure directly results from
              the acts or omissions of Vendor or any Vendor Personnel in
              contravention of Vendor's obligations under this Agreement.
<PAGE>

         (j)  Termination.

              In the event that (a) changes in Law under Section 13.3(f) and
              (b) changes in Law that result in the imposition of any
              Services Taxes that are the responsibility of TXU under
              Section 10.4(d), in each case which would not have been borne
              by TXU had TXU performed the Services itself, result in a
              cumulative increase of CONFIDENTIAL MATERIAL REDACTED AND FILED
              SEPARATELY WITH THE COMMISSION or more in the
              monthly Charges under a Services Agreement (excluding New
              Services and ARCs (as defined in Exhibit 11), but not
              increases in the ARC Rates (as defined in Exhibit 11)) from
              the monthly Charges in effect as of the Master Agreement
              Effective Date, then unless Vendor chooses to bear and be
              responsible for such amounts in excess of CONFIDENTIAL MATERIAL
              REDACTED AND FILED SEPARATELY WITH THE COMMISSION, TXU may, at
              its option, terminate the applicable Services Agreement by giving
              Vendor at least ninety (90) days' prior notice and designating a
              date upon which such termination shall be effective. Vendor shall
              not be entitled to Termination Charges in connection with a
              termination on this basis.

13.4     Software.

         (a)  Ownership and Use. Vendor represents, warrants and covenants
              that it is either the owner of, or authorized to use, any and
              all Software (other than Software that is part of TXU
              Contributed Assets) and used by Vendor in providing the
              Services. As to any such Third Party Software that Vendor does
              not own but is authorized to use, (other than Software that is
              part of TXU Contributed Assets), Vendor shall advise TXU as to
              the ownership and extent of Vendor's rights with regard to
              such Software to the extent any limitation in such rights
              would impair Vendor's performance of its obligations under
              this Agreement.

         (b)  Performance. Vendor represents, warrants and covenants that
              any Vendor Owned Software (other than Software that is part of
              TXU Contributed Assets) will Comply with its Specifications
              and will provide the functions and features and operate in the
              manner described therein.

         (c)  Developed Materials Compliance. Vendor warrants and covenants
              that Developed Materials will Comply with the applicable
              Specifications in all material respects and provide the
              functions and features and operate in the manner described in
              Schedule E to the applicable Services Agreement or otherwise
              agreed by the Parties. Vendor shall promptly correct any
              material failure to Comply.

        (d)   Nonconformity. In addition to the foregoing, in the event that
              the Vendor Owned Software (other than Software that is part of
              TXU Contributed Assets) or Developed Materials do not Comply
              with the Specifications and criteria set forth in this
              Agreement, and/or materially and adversely affect the
              Services, Vendor shall expeditiously repair or replace such
              Software or Material with conforming Software or Material.
<PAGE>

13.5     Non-Infringement.

         (a)  Performance of Responsibilities. Each Party represents and
              warrants that it shall perform its responsibilities under this
              Agreement in a manner that does not infringe, or constitute an
              infringement or misappropriation of, any patent, copyright,
              trademark, trade secret or other proprietary, intellectual
              property or privacy rights of any third party; provided,
              however, that the performing Party shall not have any obligation
              or liability to the extent any infringement or misappropriation
              is caused by (i) modifications made by the other Party or its
              contractors or subcontractors, without the knowledge or approval
              of the performing Party, (ii) the other Party's combination of
              the performing Party's work product or Materials with items not
              furnished, specified or reasonably anticipated by the performing
              Party or contemplated by this Agreement, (iii) a breach of this
              Agreement by the other Party, or (iv) the failure of the other
              Party to use corrections or modifications provided by the
              performing Party offering equivalent features and functionality.
              Each Party further represents and warrants that it will not use
              or create materials in connection with the Services which are
              libelous, defamatory or obscene.

13.6     TXU 2003 Base Case. TXU represents and warrants that it is not aware of
         any material errors or omissions in the TXU 2003 Base Case. To the best
         of TXU's knowledge, the year-to-date 2004 costs for the services
         referred to in Section 4.1(a)(iv)(z) bear reasonable relation to the
         TXU 2003 Base Case, except with regard to the substantial expansion in
         the customer care and call center services.

13.7     Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT
         (WHICH, FOR THE AVOIDANCE OF DOUBT, INCLUDES EACH OF THE SERVICES
         AGREEMENTS), NEITHER PARTY MAKES ANY REPRESENTATIONS, CONDITIONS OR
         WARRANTIES TO THE OTHER PARTY, WHETHER EXPRESS OR IMPLIED, INCLUDING
         IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A
         PARTICULAR PURPOSE.

14.      INSURANCE AND RISK OF LOSS

         Vendor shall comply with the provisions of Exhibit 9.

15.      INDEMNITIES
15.1     Indemnity by Vendor. Vendor agrees to indemnify, defend and hold
         harmless TXU and its Affiliates and their respective officers,
         directors, employees, agents, representatives, successors, and assigns
         from and against any and all Losses due to third party claims
         (excluding the claims of Eligible Recipients but not those of their
         employees, representatives and agents) arising from or in connection
         with any of the following:

         (a)  Representations and Warranties Vendor's breach of any of the
              representations, and warranties set forth in this Agreement.

         (b)  Licenses, Leases and Contracts. Vendor's failure to observe or
              perform any duties or obligations to be observed or performed
              on or after the applicable Services Commencement Date by
              Vendor under Third Party Software licenses, Equipment Leases
              or Third Party Contracts used by Vendor to provide the
              Services.
<PAGE>

         (c)  TXU Data or Proprietary Information. Vendor's breach of its
              obligations with respect to TXU Data or TXU Proprietary
              Information.

         (d)  Infringement. Infringement or misappropriation or alleged
              infringement or alleged misappropriation of a patent, trade
              secret, copyright, trademark or other proprietary or
              intellectual property rights in breach of Vendor's
              representation in Section 13.4 or 13.5.

         (e)  Government Claims. Claims by government regulators or agencies
              for fines, penalties, sanctions, underpayments or other
              remedies to the extent such fines, penalties, sanctions,
              underpayments or other remedies relate to Vendor's breach of
              this Agreement.

         (f)  Taxes. Taxes, together with interest and penalties, that are
              the responsibility of Vendor under Section 10.4.

         (g)  Other Third Parties. Services, products or systems (not
              constituting Services provided pursuant to this Agreement)
              provided by Vendor to a third party.

         (h)  Affiliate or Subcontractor Claims. Any claim initiated by (A)
              a Vendor Affiliate or Subcontractor asserting rights under
              this Agreement other than a claim for which TXU is obligated
              to indemnify Vendor under this Agreement, or (B) any entity to
              which Vendor assigned, transferred, pledged, hypothecated or
              otherwise encumbered its rights to receive payments from TXU
              under this Agreement with TXU's consent pursuant to Section
              19.14.

         (i)  Vendor Personnel Injury Claims. Any claim by Vendor Personnel
              for death or bodily injury suffered at an TXU Facility other
              than claims for death or bodily injury caused by any act,
              omission, fault or negligence by TXU.

         (j)  Employment Claims. Any claim (including claims by Transitioned
              Employees) relating to any (i) violation by Vendor or its
              officers, directors, employees, representatives or agents, of any
              Laws or any common law protecting persons or members of protected
              classes or categories, including Laws prohibiting discrimination
              or harassment on the basis of a protected characteristic,
              (ii) liability arising or resulting from the employment of
              Vendor Personnel (including Transitioned Employees) by Vendor
              (including liability for any social security or other employment
              taxes, workers' compensation claims and premium payments, and
              contributions applicable to the wages and salaries of such Vendor
              Personnel), (iii) payment or failure to pay any salary, wages or
              other cash compensation due and owing to any Vendor Personnel
              (including Transitioned Employees from and after their Employment
              Effective Dates), (iv) employee pension or other benefits of any
              Vendor Personnel (including Transitioned Employees) accruing from
              and after their Employment Effective Date, (v) other aspects of
              the employment relationship of Vendor Personnel (including
              Transitioned Employees) with Vendor or the termination of such
              relationship, including claims for wrongful discharge, claims for
              breach of express or implied employment contract and claims of
              joint employment; and/or (vi) liability resulting from
              representations (oral or written) to the TXU employees identified
              on Schedule M to the applicable Services Agreement by Vendor (or
              its respective officers, directors, employees, representatives or
              agents), or other acts or omissions with respect to the TXU
              employees identified on Schedule M to the applicable Services
              Agreement by such persons or entities, including any act,
              omission or representation made in connection with the interview,
              selection, hiring and/or transition process, the offers
              of employment made to such employees, the failure to make offers
              to any such employees or the terms and conditions of such offers
              (including compensation and employee benefits), except, in each
              case, to the extent arising out of: (i) any act, omission, fault
              or neglect of TXU or TXU Third Party Contractors, (ii) errors or
              inaccuracies in the information provided by TXU and faithfully
              communicated by Vendor or (iii) the failure of TXU or TXU Third
              Party Contractors to comply with TXU's responsibilities under
              this Agreement.
<PAGE>

15.2     Indemnity by TXU. TXU agrees to indemnify, defend and hold harmless
         Vendor and its officers, directors, employees, agents, representatives,
         successors, and assigns, from and against any and all Losses due to
         third party (excluding the claims of Vendor Affiliates and
         Subcontractors, but not those of their employees, representatives and
         agents) claims arising from or in connection with any of the following:

         (a)  Representations and Warranties. TXU's breach of any of the
              representations and warranties set forth in this Agreement.

         (b)  Licenses, Leases or Contracts. TXU's failure to observe or
              perform any duties or obligations to be observed or performed
              by TXU under any of the applicable Third Party Software
              licenses, Equipment Leases or Third Party Contracts to the
              extent TXU is financially or operationally responsible under
              this Agreement.

         (c)  Vendor's Proprietary Information. TXU's breach of its
              obligations with respect to Vendor's Proprietary Information.

         (d)  Infringement. Infringement or misappropriation or alleged
              infringement or alleged misappropriation of a patent, trade
              secret, trademark, copyright or other proprietary or
              intellectual property rights in contravention of TXU's
              representations, warranties and covenants in Section 13.5.

         (e)  Taxes. Taxes, together with interest and penalties, that are
              the responsibility of TXU under Section 10.4.

         (f)  Government Claims. Claims by government regulators or agencies
              for fines, penalties, sanctions, underpayments, or other
              remedies to the extent such fines, penalties, sanctions,
              underpayments, or other remedies related to TXU's breach of
              this Agreement.

         (g)  TXU Affiliate, Eligible Recipient or Third Party Contractor
              Claims. Any claim, initiated by a TXU Affiliate, an Eligible
              Recipient (other than TXU) or a TXU Third Party Contractor
              asserting rights under this Agreement, other than a claim for
              which Vendor is obligated to indemnify TXU under this
              Agreement.

         (h)  Employment Claims. Any claim relating to (i) violation by TXU or
              its respective officers, directors, employees, representatives or
              agents, of any Laws or any common law protecting persons or
              members of protected classes or categories, including laws or
              regulations prohibiting discrimination or harassment on the basis
              of a protected characteristic, (ii) liability arising or resulting
<PAGE>

              from the employment of persons (including Transitioned Employees
              prior to their Employment Effective Date) by TXU (iii) payment or
              failure to pay any salary, wages or other cash compensation due
              and owing to any employee of TXU (including Transitioned
              Employees prior to their Employment Effective Dates),
              (iv) employee pension or other benefits of any employee of TXU
              (including Transitioned Employees prior to their Employment
              Effective Dates), (v) other aspects of the employment relationship
              of any employee of TXU (including Transitioned Employees prior to
              their Employment Effective Dates and provided, in no event will
              TXU be liable for any claim related to a Transitioned Employee's
              employment relationship arising on or after such Transitioned
              Employee's Employment Effective Date regardless of a finding by
              any court or authoritative body that TXU is or was an employer of
              such Transitioned Employee on or after his or her Employment
              Effective Date) and/or (vi) liability resulting from any
              representations (oral or written) to the TXU employees identified
              on Schedule M to the applicable Services Agreement by TXU (or its
              officers, directors, employees, representatives or agents), or
              other acts of TXU prior to the applicable Employment Effective
              Date in connection with the selection and hiring by Vendor of the
              TXU employees identified on Schedule M to the applicable Services
              Agreement, except, in each case, to the extent arising out of
              (i) any act, omission, fault or neglect of Vendor (or its
              officers, directors, employees, representatives or agents),
              (ii) errors or inaccuracies in the information provided by
              Vendor and faithfully communicated by TXU, or (iii) the failure
              of Vendor (or its officers, directors, employees, representatives
              or agents) to comply with Vendor's responsibilities under this
              Agreement.

         (i)  TXU Personnel Injury Claims. Any claims by TXU Personnel for
              death or bodily injury suffered at a Vendor Facility to the
              extent caused by any act, omission, fault or negligence by
              TXU.

15.3     Reserved.

15.4     Indemnification Procedures. With respect to claims which are subject to
         indemnification under this Agreement (other than as provided in Section
         15.6 with respect to claims covered by Section 15.1(f)), the following
         procedures shall apply:

         (a)  Notice. Promptly after receipt by any entity entitled to
              indemnification under this Agreement of notice of the commencement
              or threatened commencement of any civil, criminal, administrative,
              or investigative action or proceeding involving a claim in respect
              of which the indemnitee will seek indemnification hereunder, the
              indemnitee shall notify the indemnitor of such claim. No delay or
              failure to so notify an indemnitor shall relieve it of its
              obligations under this Agreement except to the extent that such
              indemnitor has suffered actual prejudice by such delay or failure.
              Within forty-five (45) days following receipt of notice from the
              indemnitee relating to any claim, but no later than five (5) days
              before the date on which any response to a complaint or summons
              is due, the indemnitor shall notify the indemnitee that the
              indemnitor elects to assume control of the defense and settlement
              of that claim (a "Notice of Election").
<PAGE>

         (b)  Procedure Following Notice of Election. If the indemnitor delivers
              a Notice of Election within the required notice period, the
              indemnitor shall assume control (subject to indemnities right to
              participate at its own expense) over the defense and settlement
              of the claim; provided, however, that (i) the indemnitor shall
              keep the indemnitee reasonably apprised at all times as to the
              status of the defense, and (ii) the indemnitor shall obtain the
              prior written approval of the indemnitee before entering into any
              settlement of such claim asserting any liability against the
              indemnitee or imposing any liability, obligation or restriction
              on the indemnitee or ceasing to defend against such claim. The
              indemnitor shall not be liable for any legal fees or expenses
              incurred by the indemnitee following the delivery of a Notice of
              Election; provided, however, that to the extent permissible under
              the applicable Law and to the extent that such conduct does or
              would not, or is not reasonably likely to result in the waiver or
              of abandonment of legal privilege are in whole or in part,
              (i) the indemnitee shall be entitled to employ counsel at its own
              expense to participate in the handling of the claim, and (ii) the
              indemnitor shall pay the fees and expenses associated with such
              counsel if, in the reasonable judgment of the indemnitee, based
              on a written opinion of counsel, there is a conflict of interest
              with respect to such claim which is not otherwise resolved or if
              the indemnitor has requested the assistance of the indemnitee in
              the defense of the claim or the indemnitor has failed to defend
              the claim diligently. The indemnitor shall not be obligated to
              indemnify the indemnitee for any amount paid or payable by such
              indemnitee in the settlement of any claim if (i) the indemnitor
              has delivered a timely Notice of Election and such amount was
              agreed to without the written consent of the indemnitor, (ii) the
              indemnitee has not provided the indemnitor with notice of such
              claim and a reasonable opportunity to respond thereto, or
              (iii) the time period within which to deliver a Notice of Election
              has not yet expired.

         (c)  Procedure Where No Notice of Election Is Delivered. If the
              indemnitor does not deliver a Notice of Election relating to
              any claim within the required notice period, the indemnitee
              shall have the right to defend the claim in such reasonable
              manner as it may deem appropriate subject to the terms of this
              Agreement. The indemnitor shall promptly reimburse the
              indemnitee for all such reasonable costs and expenses incurred
              by the indemnitee, including reasonable attorneys' fees.

15.5     Indemnification Procedures - Governmental Claims.  With respect to
         claims covered by Section 15.1(f), the following procedures shall
         apply:

         (a)  Notice. Promptly after receipt by an indemnitee of notice of
              the commencement or threatened commencement of any action or
              proceeding involving a claim in respect of which the
              indemnitee will seek indemnification pursuant to Section
              15.1(f), the indemnitee shall notify the indemnitor of such
              claim. No delay or failure to so notify the indemnitor shall
              relieve the indemnitor of its obligations under this Agreement
              except to the extent that the indemnitor has suffered actual
              prejudice by such delay or failure.

         (b)  Procedure for Defense. The indemnitee shall be entitled, at
              its option, to have the claim handled pursuant to Section 15.4
              or to retain sole control over the defense and settlement of
              such claim; provided that, the indemnitee shall (i) keep the
              indemnitor reasonably appraised as to the status of the
              defense (ii) consult with the indemnitor on a regular basis
              regarding claim processing (including actual and anticipated
              costs and expenses) and litigation strategy, (iii) obtain
              prior written approval of the indemnitor before entering any
              indemnitor settlement proposals or suggestions, and (iv) use
              commercially reasonable efforts to minimize any amounts
              payable or reimbursable by the indemnitor.
<PAGE>

15.6     Subrogation. Except as otherwise provided in Article 14, in the event
         that an indemnitor shall be obligated to indemnify an indemnitee
         pursuant to any provision of this Agreement, the indemnitor shall, upon
         payment of such indemnity in full, be subrogated to all rights of the
         indemnitee with respect to the claims to which such indemnification
         relates but only to the extent it is in compliance with its indemnity
         obligations related to such rights.

16.      LIABILITY

16.1     Force Majeure.

         (a)  General. Subject to Section 16.2(d), no Party shall be liable for
              any default or delay in the performance of its obligations under
              this Agreement if and to the extent such default or delay is
              caused by fire, earthquake, elements of nature or acts of God,
              wars, riots, civil disorders, rebellions or revolutions, acts of
              terrorism, strikes, lockouts, labor disputes, inter-carrier
              telecommunications backbone failures, or any other similar
              cause beyond the reasonable control of such Party; except to the
              extent that the non-performing Party; is at fault in failing to
              prevent or causing such default or delay, and provided that such
              default or delay cannot, or could not have been, reasonably be
              circumvented by the non-performing Party through the use of
              alternate sources, workaround plans or other means. A strike,
              lockout or labor dispute involving Vendor (including Vendor
              Personnel) shall not excuse Vendor from its obligations hereunder.
              Neither the failure by a Subcontractor to provide or perform any
              goods or services to Vendor (other than to the extent attributable
              to a force majeure event as described in the first sentence of
              this subsection) nor the breach by Subcontractor of any of its
              obligations to Vendor shall constitute a force majeure event.

         (b)  Duration and Notification. Upon the occurrence and during the
              continuance of such force majeure event the non-performing Party
              shall be excused from further performance or observance of the
              obligation(s) so affected for as long as such circumstances
              prevail and such Party continues to use commercially reasonable
              efforts to recommence performance or observance whenever and to
              whatever extent possible without delay. Any Party so prevented,
              hindered or delayed in its performance shall, as quickly as
              practicable under the circumstances, notify the Party to whom
              performance is due by telephone (to be confirmed in writing
              within two (2) days of the inception of such delay) and describe
              at a reasonable level of detail the circumstances of the force
              majeure event, the steps being taken to address such force majeure
              event, and the expected duration of such force majeure event.

         (c)  Substitute Services; Termination. If any event described in
              Section 16.1(a) has substantially prevented, hindered or delayed,
              the performance by Vendor of Services necessary for the
              performance of critical TXU functions for longer than the
              recovery period specified in the applicable disaster recovery
              plan, Vendor may procure such Services from an alternate source,
              and Vendor shall be solely liable for payment for such services
<PAGE>
              from the alternate source for so long as the delay in performance
              shall continue, provided that TXU continues to pay the applicable
              Charges for all Services that it continues to receive from Vendor
              or an alternate source at Vendor's expense. In addition, if any
              event described in Section 16.1(a) substantially and materially
              prevents, hinders or delays the performance by Vendor of Services
              necessary for the performance of critical TXU functions without
              provision of an alternative acceptable to TXU in its sole
              discretion (i) for more than five (5) consecutive days, TXU, at
              its option, may terminate any portion of this Agreement so
              affected without payment of Termination Charges and the Charges
              shall be equitably adjusted to reflect those terminated Services,
              or (ii) if a material number of critical TXU Functions are so
              affected for seven (7) days, TXU, at its option, may terminate
              this Agreement in its entirety without payment of Termination
              Charges. Vendor shall not have the right to additional payments
              or increased usage charges as a result of any force majeure
              occurrence affecting Vendor's ability to perform.

         (d)  Disaster Recovery. Upon the occurrence of a force majeure
              event, Vendor shall implement promptly, as appropriate, the
              disaster recovery plan and provide disaster recovery services
              as described in Schedule E to the applicable Services
              Agreement. The occurrence of a force majeure event shall not
              relieve Vendor of its obligation to implement the disaster
              recovery plan and provide disaster recovery services.
              Notwithstanding any implication to the contrary, Vendor is not
              responsible for the efficacy of TXU's disaster recovery plan.

         (e)  Payment Obligation. If Vendor fails to provide Services in
              accordance with this Agreement due to the occurrence of a
              force majeure event, all amounts payable to Vendor hereunder
              shall be equitably adjusted in a manner such that TXU is not
              required to pay any amounts for Services that it is not
              receiving.

         (f)  Allocation of Resources. Without limiting Vendor's obligations
              under this Agreement, whenever a force majeure event or
              disaster, causes Vendor to allocate limited resources between
              or among Vendor's customers and its or their Affiliates,
              Vendor shall not provide to any other customers or its or
              their Affiliates priority over TXU. In no event will Vendor
              unreasonably re-deploy or re-assign any Key Vendor Personnel
              to TXU's material detriment to another customer or account in
              the event of the occurrence of a force majeure event or any
              other event.

16.2     Limitation of Liability.

         (a)  EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY
              SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL,
              CONSEQUENTIAL, COLLATERAL, EXEMPLARY OR PUNITIVE DAMAGES,
              INCLUDING LOST PROFITS, REGARDLESS OF THE FORM OF THE ACTION
              OR THE THEORY OF RECOVERY, EVEN IF SUCH PARTY HAS BEEN ADVISED
              OF THE POSSIBILITY OF SUCH DAMAGES.
<PAGE>

         (b)  ADDITIONALLY, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,
              THE TOTAL AGGREGATE  LIABILITY OF EITHER PARTY, FOR ALL CLAIMS
              ASSERTED BY THE OTHER PARTY UNDER OR IN CONNECTION WITH THIS
              AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF
              RECOVERY, SHALL BE LIMITED TO THE AGGREGATE TOTAL CHARGES PAID
              UNDER ALL OF THE SERVICES  AGREEMENTS FOR THE [CONFIDENTIAL
              MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION]
              PERIOD PRECEDING THE ACT OR OMISSION GIVING RISE TO SUCH
              LIABILITY OR, IN THE EVENT CHARGES HAVE NOT BEEN PAID FOR
              [CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE
              COMMISSION] UNDER ALL OF THE INITIAL SERVICES AGREEMENTS, AN
              AMOUNT EQUAL TO [CONFIDENTIAL MATERIAL REDACTED AND FILED
              SEPARATELY WITH THE COMMISSION] TIMES THE AGGREGATE TOTAL CHARGES
              PAID  UNDER ALL OF THE INITIAL SERVICES AGREEMENTS IN THE
              [CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE
              COMMISSION] PRECEDING SUCH ACT OR OMISSION ("DAMAGES  CAP"). AT
              THE END OF THE THIRD, SIXTH AND NINTH YEARS THE DAMAGES CAP SHALL
              BE RESET TO AN AMOUNT EQUAL TO THE AGGREGATE  TOTAL CHARGES PAID
              UNDER ALL OF THE SERVICES  AGREEMENTS FOR THE [CONFIDENTIAL
              MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION] PERIOD
              PRECEDING THE THIRD, SIXTH OR NINTH YEAR.

         (c)  Exceptions to Limitations of Liability. The limitations and
              exculpations of liability set forth in Section 16.2(a) and
              Section 16.2(b) shall not apply with respect to:

              (i)    Losses occasioned by the willful misconduct, fraud or
                     gross negligence of a Party.

              (ii)   Amounts paid with respect to third party claims that are
                     the subject of indemnification under this Agreement, other
                     than claims under Sections 15.1(a), (b), and (j),
                     Section 15.2(a), (b), and (h) and Section 1.4 of Exhibit 2.

              (iii)  Losses occasioned by Vendor's refusal to provide
                     Termination Assistance Services.

              (iv)   Amounts paid under Section 15.1 and Section 15.2 with
                     respect to death or bodily injury of an agent, employee,
                     customer, business invitee, business visitor or other
                     person or damage, loss or destruction of real or tangible
                     personal property (excluding software, hardware and data).

         (d)  Acknowledged Direct Damages. The Parties acknowledge that
              amounts paid by a Party to a third party that are the subject
              of indemnification under this Agreement shall be considered
              direct damages under this Agreement.

         (e)  Items Not Considered Damages. The following shall not be
              considered damages subject to, and shall not be counted toward
              the liability cap specified in, Section 16.2(a) and 16.2(b):

         (i)  Amounts withheld by TXU in accordance with this Agreement due
              either to incorrect Charges by Vendor or non-conforming
              Services.

              (ii)   Amounts paid by TXU but subsequently recovered from Vendor
                     due either to incorrect Charges by Vendor or non-conforming
                     Services.

              (iii)  Invoiced Charges and other amounts that are due and owing
                     to Vendor for Services under this Agreement.
<PAGE>

         (f)  Acknowledged Damages. Any payment of any liabilities under
              this article by either Party shall be only for those awarded
              in a final judgment or award by a court of competent
              jurisdiction or by qualified arbiters.

17.      DISPUTE RESOLUTION

17.1     Informal Dispute Resolution. Prior to the initiation of formal dispute
         resolution procedures with respect to any dispute, other than as
         provided in Section 17.1(c) or Section 18.10, the Parties shall first
         attempt to resolve such dispute informally, as follows:

         (a)    Initial Effort. The Parties agree that the TXU Account
                Executive and the Vendor Account Executive shall attempt in
                good faith to resolve all disputes. In the event the TXU Account
                Executive and the Vendor Account Executive are unable to resolve
                a dispute within fourteen (14) days, such Party may refer the
                dispute for resolution to the senior corporate executives
                specified in Section 17.1(b) upon written notice to the other
                Party.

         (b)    Escalation. Within five (5) days of a notice under Section
                17.1(a) referring a dispute for resolution by senior corporate
                executives, the TXU Account Executive and the Vendor Account
                Executive will each prepare and provide to the Vendor's CEO or
                his or her designee and a member of senior management of TXU,
                respectively, summaries of the non-privileged relevant
                information and background of the dispute, along with any
                appropriate non-privileged supporting documentation, for their
                review. The designated senior corporate executives will confer
                as often as they deem reasonably necessary in order to gather
                and furnish to the other all non-privileged information with
                respect to the matter in issue which the Parties believe to be
                appropriate and germane in connection with its resolution. The
                designated senior corporate executives shall discuss the
                problem and negotiate in good faith in an effort to resolve the
                dispute without the necessity of any formal proceeding. The
                specific format for the discussions will be left to the
                discretion of the designated senior corporate executives, but
                may include the preparation of agreed-upon statements of fact
                or written statements of position.

         (c)    Prerequisite to Formal Proceedings. Formal proceedings for the
                resolution of a dispute may not be commenced until the earlier
                of:

               (i)  the designated senior corporate executives under Section
                    17.1(b) concluding in good faith that amicable resolution
                    through continued negotiation of the matter does not appear
                    likely; or

               (ii) thirty (30) days after the initial notice under Section
                    17.1(a) referring the dispute to senior corporate
                    executives.

               The provisions and time periods specified in this Section 17.1
         shall not be construed to prevent a Party from instituting, and a Party
         is authorized to institute, formal proceedings earlier to (A) avoid the
         expiration of any applicable limitations period, (B) preserve a
         superior position with respect to other creditors, or (C) address a
         claim arising out of or relating to a Party's obligations under Section
         4.2, Article 12 or a dispute subject to Section 18.10
<PAGE>

17.2     Jurisdiction. Each Party irrevocably agrees that any legal claim,
         action, suit or proceeding brought by it in any way arising out of this
         Agreement must be brought solely and exclusively in the state and
         federal courts in Dallas, Texas, and each Party irrevocably submits to
         the sole and exclusive jurisdiction of the state and federal courts in
         Dallas, Texas in personam, generally and unconditionally with respect
         to any action, suit or proceeding brought by it or against it by the
         other Party.

17.3     Waiver of Jury Trial. EACH OF THE PARTIES IRREVOCABLY WAIVES, TO THE
         EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY AND ALL RIGHTS TO
         IMMUNITY BY SOVEREIGNTY OR OTHERWISE IN ANY ACTION, PROCEEDING, OR
         COUNTERCLAIM ARISING OUT OF, OR RELATING TO, THIS AGREEMENT.

17.4     Continued Performance. Subject to Section 16.1 regarding force majeure
         events, each Party agrees that it shall, unless otherwise directed by
         the other Party, continue performing its obligations under this
         Agreement while any dispute is being resolved; provided, that this
         provision shall not operate or be construed as extending the Term or
         prohibiting or delaying a Party's exercise of any right it may have to
         terminate this Agreement in accordance with this Agreement. For the
         avoidance of doubt, TXU Data may not be withheld by Vendor pending the
         resolution of any dispute.

17.5     Governing Law. This Agreement and performance under it shall be
         governed by and construed in accordance with the applicable laws of the
         State of Texas, without giving effect to the principles thereof
         relating to conflicts of laws. The application of the United Nations
         Convention on Contracts for the International Sale of Goods is
         expressly excluded.

18.      TERMINATION

18.1     Termination for Cause.

         (a) By TXU. If Vendor:

             (i)   commits a material breach of this Master Agreement,
                   which breach is not cured within forty-five (45) days
                   after notice of the breach from TXU or such longer
                   period as may be set forth in this Master Agreement
                   or the applicable Service Agreement;

             (ii)  commits a material breach of this Master Agreement
                   which is not capable of being cured within the period
                   specified pursuant to Section 18.1(a)(i); or

             (iii) commits numerous breaches of this Master Agreement of
                   which Vendor has received formal notice which
                   collectively constitute a material breach;

             then TXU may, by giving notice to Vendor, terminate this Master
             Agreement as of a date specified in the notice of termination.
<PAGE>

         (b) By Vendor. In the event that TXU fails to pay Vendor undisputed
             Charges exceeding in the aggregate three (3) months of Charges due
             to Vendor under all Services Agreements and fails to cure such
             default within thirty (30) days of notice from Vendor of the
             possibility of termination for failure to make such payment, Vendor
             may, by notice to TXU, terminate this Master Agreement.

18.2     Termination Upon Vendor Change of Control. In the event of a Change in
         Control of Vendor (or that portion of Vendor providing Services under
         this Agreement) or the Entity that Controls Vendor, then TXU may at its
         option terminate this Master Agreement by giving Vendor at least one
         hundred eighty days (180) days' prior notice and designating a date
         upon which such termination shall be effective; provided, however, if
         as a result of such Change in Control of Vendor, a TXU Competitor
         Controls Vendor, then TXU may terminate this Master Agreement by giving
         Vendor at least thirty (30) days' prior notice, and such TXU Competitor
         shall be prohibited from any contact with TXU Data, TXU Proprietary
         Information and any and all other information about the TXU account,
         including discussions with Vendor Personnel regarding specifics
         relating to the Services.

18.3     Termination Upon TXU Change of Control. In the event of a Change in
         Control of TXU or the Entity that Controls TXU, then TXU may at its
         option within twelve months of the closing of the transaction effecting
         such Change in Control terminate this Master Agreement by giving Vendor
         at least one hundred eighty days (180) days' prior notice and
         designating a date upon which such termination shall be effective.

18.4     Termination for Insolvency. In the event that any Party (i) files for
         bankruptcy, (ii) becomes or is declared insolvent, or is the subject of
         any bona fide proceedings related to its liquidation, administration,
         provisional liquidation, insolvency that is not dismissed within sixty
         (60) days, or the appointment of a receiver or similar officer for it,
         (iii) passes a resolution for its voluntary liquidation, (iv) has a
         receiver or manager appointed over all or substantially all of its
         assets, (v) makes an assignment for the benefit of all or substantially
         all of its creditors, (vi) enters into an agreement or arrangement for
         the composition, extension, or readjustment of substantially all of its
         obligations or any class of such obligations, or (vii) experiences an
         event analogous to any of the foregoing in any jurisdiction in which
         any of its assets are situated, then the other Party may terminate this
         Master Agreement as of a date specified in a termination notice;
         provided, however, that Vendor shall not have the right to exercise
         such termination under this Section so long as TXU pays for the
         Services. If any Party elects to terminate this Master Agreement due to
         the insolvency of the other Party, such termination will be deemed to
         be a termination for cause.

18.5     TXU Rights Upon Vendor's Bankruptcy.

          (a)  General Rights. In the event of Vendor's bankruptcy or other
               formal procedure referenced in Section 18.4 or of the filing of
               any petition under bankruptcy laws affecting the rights of Vendor
               which is not stayed or dismissed within thirty (30) days of
               filing, in addition to the other rights and remedies set forth
               herein, to the maximum extent permitted by Law, TXU will have the
               immediate right to retain and take possession for safekeeping all
               TXU Data, TXU Proprietary Information, TXU licensed Third Party
               Software, TXU owned Equipment, TXU owned Systems, TXU owned
               Materials, TXU owned Developed Materials, and all other Software,
               Equipment, Systems or Materials to which TXU is or would be
<PAGE>

               entitled during the Term or upon the expiration or termination of
               this Agreement. Vendor shall cooperate fully with TXU and assist
               TXU in identifying and taking possession of the items listed in
               the preceding sentence. TXU will have the right to hold such TXU
               Data, Proprietary Information, Software, Equipment, Systems and
               Materials until such time as the trustee or receiver in
               bankruptcy or other appropriate insolvency office holder can
               provide adequate assurances and evidence to TXU that they will be
               protected from sale, release, inspection, publication, or
               inclusion in any publicly accessible record, document, material
               or filing. Vendor and TXU agree that without this material
               provision, TXU would not have entered into this Agreement or
               provided any right to the possession or use of TXU Data,
               Proprietary Information, Software, Equipment, Systems or
               Materials covered by this Agreement.

          (b)  TXU Rights in Event of Bankruptcy Rejection. Notwithstanding any
               other provision of this Agreement to the contrary, in the event
               that Vendor becomes a debtor under the United States Bankruptcy
               Code (11 U.S.C.ss.101 - 1330 as amended (the "Bankruptcy Code")
               and rejects this Master Agreement pursuant to Section 365 of the
               Bankruptcy Code (a "Bankruptcy Rejection"), (i) any and all of
               the licensee and sublicensee rights of TXU arising under or
               otherwise set forth in this Agreement, including the rights of
               TXU referred to in the Services Agreements, shall be deemed fully
               retained by and vested in TXU as protected intellectual property
               rights under Section 365(n)(1)(B) of the Bankruptcy Code and
               further shall be deemed to exist immediately before the
               commencement of the bankruptcy case in which Vendor is the
               debtor, (ii) TXU shall have all of the rights afforded to
               non-debtor licensees and sublicensees under Section 365(n) of the
               Bankruptcy Code; and (iii) to the extent any rights of TXU under
               this Agreement which arise after the termination or expiration of
               this Master Agreement are determined by a bankruptcy court not to
               be "intellectual property rights" for purposes of Section 365(n),
               all of such rights shall remain vested in and fully retained by
               TXU after any Bankruptcy Rejection as though this Agreement
               were terminated or expired. TXU shall under no circumstances be
               required to terminate this Master Agreement after a Bankruptcy
               Rejection in order to enjoy or acquire any of its rights under
               this Agreement, including without limitation any of the rights
               of TXU referenced in the Services Agreements.

18.6     Termination for Vendor Degraded Financial Condition. If the long term,
         unsecured, unsubordinated debt rating of Vendor, in the event that
         Vendor is rated, otherwise Capgemini S.A., issued by one or more of the
         Rating Agencies is downgraded below Investment Grade, TXU may, in its
         sole discretion, terminate this Master Agreement by giving Vendor at
         least ninety (90) days' prior notice. "Investment Grade" means a rating
         from a Rating Agency equal to or greater than (i) "Baa3" from Moody's
         Investors Service (or its equivalent grade in the event of a change in
         rating scales by Moody's Investors Service) or (ii) "BBB-" from
         Standard & Poors or Fitch Ratings (or their equivalent grade in the
         event of a change in rating scales by Standard & Poors or Fitch
         Ratings). "Ratings Agency" means each of Moody's Investors Services,
         Standard & Poors or Fitch Ratings (or any successor to the ratings
         business thereof).
<PAGE>

18.7     Market Check. Notwithstanding anything to the contrary in this
         Agreement, with regard to each Services Agreement, TXU shall have the
         right commencing July 1, 2010 to solicit proposals from, and thereafter
         negotiate with, third parties for the provision of the services being
         provided by Vendor under such Services Agreement. In connection
         therewith TXU shall be permitted to provide to the third party the
         applicable Services Agreement. If a third party offers to provide such
         services for charges less than the then current Charges, then unless
         Vendor agrees to provide such services on the terms and conditions
         being offered by the third party, including the charges being offered
         by the third party, within 60 days after notice to Vendor, TXU may
         terminate the applicable Services Agreement as of June 30, 2011 and
         enter into a services agreement on such terms and conditions with the
         third party.

18.8     Termination For Convenience. No earlier than two years after any
         Services Agreement Commencement Date, TXU may terminate the applicable
         Services Agreement for convenience and without cause upon six months
         prior notice to Vendor setting forth termination date. Upon the
         completion of all Termination Assistance Services, TXU shall pay to
         Vendor the Termination Charges set forth in Schedule N to the
         applicable Services Agreement. Except as set forth in this Section, no
         termination fees, charges or other amounts shall be payable by TXU in
         connection with any termination of this Agreement; provided, however,
         that TXU shall pay any applicable Charges for Termination Assistance
         Services as set forth in Exhibit 11 and any fees as set forth in
         Section 4.3(c) of the Services Agreements. If TXU elects to terminate
         the IT Services Agreement, the Customer Care Services Agreement or the
         Revenue Management Services Agreement pursuant to this Section 18.8,
         then such termination shall be deemed a termination of all Services
         Agreements and this Master Agreement and TXU shall be responsible for
         the Termination Charges related to terminating the Master Agreement set
         forth in Schedule N.2 to each of the Services Agreements; for the
         avoidance of doubt, TXU shall not be responsible for any individual
         Termination Charges for each of the Services Agreements.

18.9     Cross Termination Rights and Termination Charges.

         (a)  This Master Agreement shall automatically terminate upon the
              expiration or termination of all the Services Agreements.

         (b)  Upon the expiration or termination of this Master Agreement
              all of the Services Agreements shall automatically terminate.

         (c)  Upon the termination of any of the IT Services Agreement or
              the Revenue Management Services Agreement or the Customer Care
              Services Agreement for any reason, TXU may by giving notice to
              Vendor terminate this Master Agreement and/or any other
              Services Agreement.

         (d)  Except as expressly set forth in this Article or in a Services
              Agreement, there shall be no Termination Charges in connection
              with any termination of this Agreement.

18.10    Equitable Remedies. Vendor acknowledges that, in the event it breaches
         (or attempts or threatens to breach) its obligation to provide
         Termination Assistance Services as provided in Section 4.2, its
         obligation respecting continued performance in accordance with Section
         17.3, or its obligations respecting Proprietary Information in Section
         12.3, TXU will be irreparably harmed. In such a circumstance, TXU may
         proceed directly to court. If a court of competent jurisdiction should
         find that Vendor has breached (or attempted or threatened to breach)
         any such obligations, Vendor agrees that without any additional
         findings of irreparable injury or other conditions to injunctive relief
         (including without the posting of any bond), it shall not oppose the
<PAGE>

         entry of an appropriate order compelling performance by Vendor and
         restraining it from any further breaches (or attempted or threatened
         breaches). TXU acknowledges that, in the event it breaches (or attempts
         or threatens to breach) its obligations respecting Proprietary
         Information in Section 12.3, Vendor will be irreparably harmed. In such
         a circumstance, Vendor may proceed directly to court. If a court of
         competent jurisdiction should find that TXU has breached (or attempted
         or threatened to breach) any such obligations, TXU agrees that without
         any additional findings of irreparable injury or other conditions to
         injunctive relief (including without the posting of any bond), it shall
         not oppose the entry of an appropriate order compelling performance by
         TXU and restraining it from any further breaches (or attempted or
         threatened breaches).

19.      GENERAL

19.1     Binding Nature and Assignment. This Agreement is binding on the Parties
         and their respective successors and permitted assigns. Neither Party
         may, or will have the power to, assign this Agreement without the prior
         written consent of the other. Any attempted assignment that does not
         comply with the terms of this Section shall be null and void.

19.2     Entire Agreement; Amendment. The Transaction Agreements, including any
         Exhibits or attachments referred to herein or therein and attached
         hereto or thereto, each of which is incorporated herein for all
         purposes constitute the entire agreement between the Parties with
         respect to the subject matter hereof and thereof. There are no
         agreements, representations, warranties, promises, covenants,
         commitments or undertakings other than those expressly set forth herein
         or therein. The Transaction Agreements supersede all prior agreements,
         representations, warranties, promises, covenants, commitments or
         undertaking, whether written or oral, with respect to the subject
         matter contained herein and therein. No amendment, modification,
         change, waiver, or discharge hereof or any increase in the volume or
         type of Services (including New Services) shall be valid unless in
         writing and signed by, in the case of TXU, the TXU Account Executive,
         and in the case of Vendor, the Vendor Account Executive.

19.3     Notices. All notices, notifications, requests, demands, waivers,
         consents, approvals, agreements, authorizations, acknowledgments,
         communications or determinations required under this Agreement shall be
         in writing and shall be delivered in hard copy using one of the
         following methods and shall be deemed delivered upon receipt: (i) by
         hand; (ii) by an express courier with a reliable system for tracking
         delivery; or (iii) by registered or certified mail, return receipt
         requested, postage prepaid as follows:

                  In the case of TXU:

                           TXU ENERGY COMPANY LLC
                           1601 Bryan Street
                           Dallas, Texas  75201
                           Attention: Dan Farell

                  With a copy to:

                           TXU ENERGY COMPANY LLC
                           1601 Bryan Street
                           Dallas, Texas  75201
                           Fax:  214-812-1313
                           Attention:  General Counsel

                  and

                  In the case of Vendor:

                           CAPGEMINI ENERGY LP
                           1601 Bryan Street, 23rd Floor
                           Dallas, Texas  75201
                           Fax:  214-812-5240
                           Attention:  Chief Executive Officer

                  With a copy to:

                           CAPGEMINI ENERGY LP
                           750 Seventh Avenue
                           New York, New York 10019
                           Fax:  212-314-8105
                           Attention:  General Counsel
<PAGE>

         A Party may change its address or designee for notification purposes by
         giving the other Party notice of the new address or designee at least
         30 days prior to the date upon which it shall become effective.

19.4     Counterparts. This Agreement may be executed in several counterparts,
         all of which taken together shall constitute one single agreement
         between the Parties hereto.

19.5     Headings. The article and Section headings and the table of contents
         used in this Agreement are for reference and convenience only and shall
         not be considered in the interpretation of this Agreement.

19.6     Relationship of Parties. Except as expressly provided in this
         Agreement, Vendor is not an agent of TXU and has no right, power or
         authority, expressly or impliedly, to represent or bind TXU as to any
         matters, except as expressly authorized in this Agreement.

19.7     Severability. In the event that any provision of this Agreement
         conflicts with the law under which this Agreement is to be construed or
         if any such provision is held invalid or unenforceable by a court with
         jurisdiction over the Parties, such provision shall be deemed to be
         restated to reflect as nearly as possible the original intentions of
         the Parties in accordance with applicable law. The remaining provisions
         of this Agreement and the application of the challenged provision to
         persons or circumstances other than those as to which it is invalid or
         unenforceable shall not be affected thereby, and each such provision
         shall be valid and enforceable to the full extent permitted by law.

19.8     Approvals and Consents. An approval or consent given by a Party under
         this Agreement shall not relieve the other Party from responsibility
         for complying with the requirements of this Agreement, nor shall it be
         construed as a waiver of any rights under this Agreement, except as and
         to the extent otherwise expressly provided in such approval or consent.
         Except as specifically set forth in this Agreement, all consents and
         approvals to be given by either Party under this Agreement will not be
         unreasonably withheld, delayed or denied. All consents, approvals,
         requests and authorizations will be given in writing.
<PAGE>

19.9     Waiver of Default; Cumulative Remedies.

         (a)  Waiver of Default. A delay or omission by either Party in
              exercising any right or power under this Agreement shall not
              be construed to be a waiver thereof. A waiver by either of the
              Parties of any of the covenants to be performed by the other
              or any breach thereof shall not be construed to be a waiver of
              any succeeding breach thereof or of any other covenant. All
              waivers must be in writing and signed by the Party waiving its
              rights.

         (b)  Cumulative Remedies. All remedies provided for in this
              Agreement shall be cumulative and in addition to and not in
              lieu of any other remedies available to either Party at law,
              in equity or otherwise.

19.10    Survival. Any provision of this Agreement which contemplates
         performance or observance subsequent to any termination or expiration
         of this Agreement shall survive any termination or expiration of this
         Agreement and continue in full force and effect.

19.11    Publicity. Neither Party shall use the other Party's or the other
         Party's Affiliate's name, trade or service mark or other identifying
         information or refer to the other Party directly or indirectly in any
         media release, public announcement, or public disclosure relating to
         this Agreement, including in any advertising, promotional or marketing
         materials, customer lists or business presentations without the prior
         written consent of the other Party prior to each such use or release.
         Upon Vendor's reasonable request, TXU shall cooperate with Vendor, at
         Vendor's expense, in marketing to third parties the services offered by
         the Vendor .

19.12    Export. The Parties acknowledge that certain equipment, Software and
         technical data to be provided hereunder and certain transactions
         hereunder may be subject to export controls under the laws and
         regulations of the United States, the European Union, the United
         Nations and other jurisdictions. No Party shall export or re-export any
         such items or any direct product thereof or undertake any transaction
         or service in violation of any such laws or regulations. To the extent
         within Vendor's control, Vendor shall be responsible for, and shall
         coordinate and oversee, compliance with such export laws in respect of
         such items exported or imported hereunder.

19.13    Third Party Beneficiaries. Except as expressly provided herein, this
         Agreement is entered into solely between, and may be enforced only by,
         TXU and Vendor. This Agreement shall not be deemed to create any rights
         or causes of action in or on behalf of any third parties, including
         without limitation employees, suppliers and customers of a Party, or to
         create any obligations of a Party to any such third parties.
         Notwithstanding the immediately preceding sentence, Vendor acknowledges
         and agrees that (a) TXU shall be entitled to assert actions and claims
         against Vendor on behalf of each Eligible Recipient that has received
         Services as if such Eligible Recipient were a party to this Agreement,
         (b) direct damages suffered by each Eligible Recipient arising out of
         or relating to Vendor's performance or failure to perform under this
         Agreement shall be deemed to be direct damages of TXU and (c) the
         damages suffered by each Eligible Recipient of the type contemplated
         and limited by Section 16.2 shall be deemed to be damages of TXU under
         Section 16.2; provided, that if any Law nullifies or limits the results
         intended by this sentence, each adversely affected Eligible Recipient
         shall be considered an express third party beneficiary of this
         Agreement and shall be entitled to assert actions and claims directly
         against Vendor as if such Eligible Recipient were a party to this
         Agreement.
<PAGE>

19.14    Covenant Against Pledging. Vendor agrees that, without the prior
         written consent of TXU, it shall not assign, transfer, pledge,
         hypothecate or otherwise encumber its rights to receive payments from
         TXU under this Agreement for any reason whatsoever.
19.15    Order of Precedence. In the event of a conflict between this Master
         Agreement and any Services Agreement, the terms of this Master
         Agreement shall prevail. In the event of a conflict between this Master
         Agreement and any Exhibit or Schedule hereto the terms of this Master
         Agreement shall prevail.

19.16    Hiring of Employees.

        (a)  Solicitation and Hiring. Except as expressly set forth herein,
             during the Term and for a period of twelve (12) months thereafter,
             Vendor will neither solicit for employment directly or indirectly,
             nor employ, any employees of TXU or individual TXU Third Party
             Contractors without the prior approval of TXU. Except as expressly
             set forth herein in connection with the expiration or termination
             of this Agreement, during the Term and for a period of twelve (12)
             months thereafter, TXU will neither solicit for employment
             directly or indirectly, nor employ, any employee of Vendor
             involved in the performance of Vendor's obligations under this
             Agreement without the prior consent of Vendor. In each case, the
             prohibition on solicitation and hiring shall extend ninety (90)
             days after the termination of the employee's employment or, in the
             case of Vendor employees, the cessation of his or her involvement
             in the performance of Services. This provision shall not operate or
             be construed to prevent or limit any employee's right to practice
             his or her profession or to utilize his or her skills for another
             employer or to restrict any employee's freedom of movement or
             association.

        (b)  Publications. Neither the publication of classified advertisements
             in newspapers, periodicals, Internet bulletin boards, or other
             publications of general availability or circulation nor the
             consideration and hiring of persons responding to such
             advertisements shall be deemed a breach of this Section, unless the
             advertisement and solicitation is undertaken as a means to
             circumvent or conceal a violation of this provision and/or the
             hiring party acts with knowledge of this hiring prohibition.

19.17    Further Assurances. Each Party covenants and agrees that, subsequent to
         the execution and delivery of this Agreement and without any additional
         consideration, each Party shall execute and deliver any further legal
         instruments and perform any acts that are or may become necessary to
         effectuate the purposes of this Agreement.

19.18    Liens. Vendor will not file, or by its action or inaction permit, any
         liens to be filed on or against property or realty of TXU. In the event
         that any such liens arise as a result of Vendor's action or inaction,
         Vendor will obtain a bond to fully satisfy such liens or otherwise
         remove such liens at its sole cost and expense within ten (10) days.
<PAGE>

19.19    Acknowledgment. The Parties each acknowledge that the terms and
         conditions of this Agreement have been the subject of active and
         complete negotiations, and that such terms and conditions should not be
         construed in favor of or against any Party by reason of the extent to
         which any Party or its professional advisors participated in the
         preparation of this Agreement.

         IN WITNESS WHEREOF, the parties have caused this Master Agreement to be
executed by their respective duly authorized representatives as of the Master
Agreement Effective Date.

TXU ENERGY COMPANY LCC                  CAPGEMINI ENERGY LP
By: /s/ Kirk R. Oliver                  By: /s/ Chell Smith
   ---------------------------------       ----------------------------------
Title: -----------------------------     Title: -----------------------------
Date:  -----------------------------     Date:  -----------------------------

<PAGE>
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                                Table of Contents



<S>     <C>       <C>                                                                                           <C>
1.       CONDITIONS PRECEDENT, BACKGROUND AND OBJECTIVES.........................................................2

         1.1      Guarantee......................................................................................2

         1.2      Services and Goals and Objectives..............................................................2

         1.3      Interpretation.................................................................................2

2.       DEFINITIONS AND DOCUMENTS...............................................................................3

         2.1      Definitions....................................................................................3

         2.2      Other Terms....................................................................................3

         2.3      Services Agreements and Field Services.........................................................3

3.       TERM....................................................................................................4

         3.1      Initial Term...................................................................................4

         3.2      Extension......................................................................................4

         3.3      Services Agreement.............................................................................4

4.       SERVICES................................................................................................4

         4.1      General........................................................................................4

         4.2      Termination Assistance Services................................................................5

         4.3      Use of Third Parties...........................................................................6

         4.4      Employee Transfers.............................................................................7

         4.5      Governance.....................................................................................7

         4.6      PM Business Unit...............................................................................7

5.       RESERVED................................................................................................8

6.       FACILITIES, SOFTWARE, EQUIPMENT, CONTRACTS AND ASSETS ASSOCIATED WITH THE PROVISION OF SERVICES.........8

         6.1      Service Facilities.............................................................................8

         6.2      Use of Vendor Facilities......................................................................10

         6.3      TXU Rules/Employee Safety.....................................................................10

         6.4      Notice of Defaults............................................................................11

7.       SERVICE LEVELS.........................................................................................12

         7.1      General.......................................................................................12

         7.2      Service Level Credits.........................................................................12

         7.3      Problem Analysis..............................................................................12
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                                                        (continued)

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<S>     <C>       <C>                                                                                           <C>
         7.4      Continuous Improvement Reviews................................................................12

         7.5      Measurement and Monitoring....................................................................13

         7.6      Notice of Adverse Impact......................................................................13

         7.7      Key Vendor Personnel..........................................................................13

         7.8      Vendor Account Executive......................................................................15

         7.9      Vendor Personnel Are Not TXU Employees; Independent Relationship..............................15

         7.10     Replacement, Qualifications, and Retention of Vendor Personnel................................16

         7.11     Conduct of Vendor Personnel...................................................................16

         7.12     Substance Abuse...............................................................................16

8.       VENDOR RESPONSIBILITIES................................................................................17

         8.1      Policy and Procedures Manual..................................................................17

         8.2      Reports.......................................................................................17

         8.3      Access to Specialized Vendor Skills and Resources.............................................17

         8.4      Audit Rights..................................................................................17

         8.5      Agency and Disbursements......................................................................20

         8.6      Subcontractors................................................................................20

         8.7      Requirement of Writing........................................................................21

9.       TXU RESPONSIBILITIES...................................................................................22

         9.1      Responsibilities..............................................................................22

         9.2      Savings Clause................................................................................22

         9.3      Contribution Failure..........................................................................23

10.      CHARGES................................................................................................23

         10.1     General.......................................................................................23

         10.2     Pass-Through Expenses.........................................................................25

         10.3     Incidental Expenses...........................................................................25

         10.4     Taxes.........................................................................................26

         10.5     New Services..................................................................................28

         10.6     Proration.....................................................................................29

         10.7     Refundable Items..............................................................................29

         10.8     TXU Benchmarking Reviews......................................................................30
</TABLE>




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                                                        (continued)

                                                                                                              Page

<S>     <C>       <C>                                                                                           <C>
11.      INVOICING AND PAYMENT..................................................................................30

         11.1     Invoicing.....................................................................................30

         11.2     Payment Due...................................................................................31

         11.3     Set Off.......................................................................................31

         11.4     Disputed Charges..............................................................................32

12.      TXU DATA AND OTHER PROPRIETARY INFORMATION.............................................................32

         12.1     TXU Ownership of TXU Data.....................................................................32

         12.2     Safeguarding TXU Data.........................................................................32

         12.3     Confidentiality...............................................................................33

         12.4     File Access...................................................................................36

13.      REPRESENTATIONS AND WARRANTIES.........................................................................36

         13.1     Work Standards................................................................................36

         13.2     Authorization.................................................................................37

         13.3     Compliance with Laws..........................................................................37

         13.4     Software......................................................................................39

         13.5     Non-Infringement..............................................................................39

         13.6     TXU 2003 Base Case............................................................................40

         13.7     Disclaimer....................................................................................40

14.      INSURANCE AND RISK OF LOSS.............................................................................40

15.      INDEMNITIES............................................................................................40

         15.1     Indemnity by Vendor...........................................................................40

         15.2     Indemnity by TXU..............................................................................42

         15.3     Reserved......................................................................................43

         15.4     Indemnification Procedures....................................................................43

         15.5     Indemnification Procedures - Governmental Claims..............................................44

         15.6     Subrogation...................................................................................45

16.      LIABILITY..............................................................................................45

         16.1     Force Majeure.................................................................................45

         16.2     Limitation of Liability.......................................................................46

17.      DISPUTE RESOLUTION.....................................................................................48

         17.1     Informal Dispute Resolution...................................................................48

         17.2     Jurisdiction..................................................................................49

         17.3     Waiver of Jury Trial..........................................................................49

         17.4     Continued Performance.........................................................................49

         17.5     Governing Law.................................................................................49
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18.      TERMINATION............................................................................................49

         18.1     Termination for Cause.........................................................................49

         18.2     Termination Upon Vendor Change of Control.....................................................50

         18.3     Termination Upon TXU Change of Control........................................................50

         18.4     Termination for Insolvency....................................................................50

         18.5     TXU Rights Upon Vendor's Bankruptcy...........................................................50
         18.6     Termination for Vendor Degraded Financial Condition...........................................51

         18.7     Market Check..................................................................................51

         18.8     Termination For Convenience...................................................................52

         18.9     Cross Termination Rights and Termination Charges..............................................52

         18.10    Equitable Remedies............................................................................52

19.      GENERAL................................................................................................53

         19.1     Binding Nature and Assignment.................................................................53

         19.2     Entire Agreement; Amendment...................................................................53

         19.3     Notices.......................................................................................53

         19.4     Counterparts..................................................................................54

         19.5     Headings......................................................................................54

         19.6     Relationship of Parties.......................................................................54

         19.7     Severability..................................................................................54

         19.8     Approvals and Consents........................................................................54

         19.9     Waiver of Default; Cumulative Remedies........................................................55

         19.10    Survival......................................................................................55

         19.11    Publicity.....................................................................................55

         19.12    Export........................................................................................55

         19.13    Third Party Beneficiaries.....................................................................55

         19.14    Covenant Against Pledging.....................................................................56

         19.15    Order of Precedence...........................................................................56

         19.16    Hiring of Employees...........................................................................56

         19.17    Further Assurances............................................................................56

         19.18    Liens.........................................................................................56

         19.19    Acknowledgment................................................................................57

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