AGREEMENT FOR ELECTRONIC DATA INTERCHANGE
BETWEEN
ENERGY FUTURE HOLDINGS
AND

THIS AGREEMENT FOR ELECTRONIC DATA INTERCHANGE (the "Agreement") is made as of _______________________, 200_____, by and between ____________________________________ ("Contractor"), a ______________ corporation with its principal offices at _______________________ and Energy Future Holdings , a Texas corporation with its principal offices at 1601 Bryan, Dallas, Texas.

WHEREAS, Contractor and Energy Future Holdings have entered into one or more agreements, whereby Contractor provides goods or services to Energy Future Holdings; and

WHEREAS, Contractor and Energy Future Holdings wish to establish procedures whereby the parties may electronically transmit and receive data in agreed formats, in substitution of conventional paper-based documents; and

WHEREAS, Contractor and Energy Future Holdings wish to insure that such transactions are not legally invalid or unenforceable as a result of the use of available electronic technologies for the mutual benefit of the parties;

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

ARTICLE 1. PREREQUISITES

Section 1.1. Documents: Standards and Guidelines. Each party may electronically transmit to or receive from the other party any of the transaction sets, with accompanying information relating to methods of verification or acceptance (including, but not limited to, those transaction sets allowing for the electronic transfer of funds), listed in Appendix "A" to this Agreement, as well as transaction sets that the parties may, by written agreement, hereafter add to Appendix "A" (collectively "Documents"). All Documents shall be transmitted and processed in accordance with those Standards and Guidelines specified in Appendix "A".

Section 1.2. Third Party Service Providers. Either party may transmit Documents to the other party either directly or through a third party service provider (hereinafter referred to as the "Provider") designated by the transmitting party as identified in Appendix "A". Should either party wish to designate an additional Provider, through which it may subsequently transmit Documents to the other party, it shall provide written notification to the other party of its intent to so use that Provider. The other party shall, within seven (7) days of receiving such notification, advise the designating party, in writing, of its approval or disapproval of the designated Provider, such approval not to be unreasonably withheld.

Section 1.3. Depository Institution. Each party shall effect any electronic transfer of funds by and through the Depository Institution designated by the other party in Appendix "A" (hereinafter referred to as the "Depository Institution"). Either party may at any time, upon seven (7) days written notice to the other party, change any information provided in Appendix "A," relating to the Depository Institution.

Section 1.4. Systems Operations. Each party is responsible for ensuring that it can effectively and reliably transmit and receive Documents. Moreover, each party retains this responsibility, notwithstanding that it may use a Provider, or other person or entity, to provide services relating to the Agreement.

Section 1.5. Security Procedures. Each party shall properly use security procedures, which are reasonably sufficient to protect all business records and data, relating to Documents or other matters pertaining to this Agreement, from improper access.

In connection with the electronic transfer of funds, the parties shall comply with any security procedures which may be established or otherwise required by designated Depository Institutions. Such security procedures may include, without limitation, the use of algorithms or other codes, identifying words or numbers, encryption, callback procedures, or similar security devices. Neither party shall disclose to third parties the identity, nature, or content of any such security devices, without the express, written consent of the other.

Section 1.6. Allocation of Costs. Each party shall be responsible for the payment of fees and other charges incurred or assessed by any Providers designated by that party, or with which that party contracts. In connection with the electronic transfer of funds, each party will pay the fees and other charges incurred or assessed by its Depository Institution. Each party will pay to transmit the Documents listed in Appendix "A" to the other party, or if a Provider(s) is utilized, to the Provider of choice for such other party. All other Document transmission and processing will be paid by the party receiving the Documents.

ARTICLE 2. TRANSMISSION

Section 2.1. Proper Receipt. A Document shall not be deemed to have been properly received, and shall give rise to no obligation on the part of the receiving party, until that Document is accessible to the receiving party at that party's Receipt Computer as designated in Appendix "A."

Section 2.2. Verification. If, consistent with Section 1.1, verification of a Document is required, the receiving party shall, upon proper receipt of any Document, promptly transmit a Functional Acknowledgment to the transmitting party. A Functional Acknowledgment shall constitute conclusive evidence that a Document has been properly received.

Section 2.3. Acceptance. If, consistent with Section 1.1, Acceptance of a Document is required, any such Document, which has been properly received, shall not give rise to any obligation, on the part of the receiving party, unless and until the party initially transmitting such Document has properly received, in return, an Acceptance Document (as provided for and specified in Section 1.1).

Section 2.4. Garbled Transmissions. If any transmitted Document is received in an unintelligible or garbled form, the receiving party shall promptly notify the transmitting party (if identifiable from the received Document) in a reasonable manner. In the absence of such notification, the transmitting party's records, of the contents of such Document, shall be presumed to reflect the actual contents of that Document.

Section 2.5. Electronic Transfer of Funds . Notwithstanding the requirements of Section 2.1, a payment made by either party, by means of an electronic transfer of funds, shall be deemed received by the other party when that other party's Depository Institution has credited such party's account with the payment. The party receiving such payment shall have no responsibility or liability, with regard to such payment, unless and until that payment is so received.

ARTICLE 3. TRANSACTION TERMS

Section 3.1. Terms and Conditions. The terms and conditions applicable to the provision of goods or services, by Contractor to Energy Future Holdings, are those contained in written agreement(s) between the parties. In the absence of such written agreement(s), the terms and conditions applicable to the provision of goods or services, by Contractor to Energy Future Holdings, shall be those contained in Appendix "B". The terms and conditions, whether contained in separate written agreement(s) or Appendix "B", are deemed to be a part of any Document electronically transmitted or received hereunder, except as such terms and conditions may be amended in writing by agreement of the parties prior to the transmission of that Document.

In the event of any conflict between such terms and conditions and other provisions of this Agreement, with regard to the electronic transmission or receipt of data, this Agreement shall control. In all other respects, and in the event of any such conflict, such terms and conditions shall control.

Section 3.2. Legal Effect of Documents. Any Document properly transmitted pursuant to this Agreement shall be considered to be "writing" or "in writing."

In addition, any such Document, when containing or to which there is affixed a Signature ("Signed Documents"), shall be deemed for all purposes:

(a) to have been "signed"; and

(b) to constitute an "original";

when printed from electronic files or records established and maintained in the normal course of business.

Notwithstanding the foregoing provisions of this Section 3.2, each party may create and retain documents, corresponding to or addressing, in any manner, either the transmission of Documents or the data contained in such Documents. Moreover, each party may disclose such Documents, as directed and to the extent properly required by any court, governmental agency, or pursuant to an appropriate discovery request.

Section 3.4. Validity and Enforcement. The parties agree not to contest the validity or enforceability of the Signed Documents under the provisions of any applicable law, with respect to the issues of whether such Signed Documents are to be in writing, or have been signed by the party to be bound thereby. Signed Documents, if introduced as evidence on paper in any judicial, arbitration, mediation, or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the admissibility of copies of Signed Documents under either the business records exception to the hearsay rule or the best evidence rule, on the basis that the Signed Documents were not originated in documentary form.

ARTICLE 4. MISCELLANEOUS

Section 4.1. Severability. Any provision of this Agreement which is determined to be invalid or unenforceable will be ineffective to the extent of such determination, without invalidating the remaining provisions of this Agreement or otherwise affecting the validity or enforceability of any provisions of those agreements to which this Agreement applies.

Section 4.2. Entire Agreement. This Agreement constitutes the complete agreement of the parties with respect to the use of Electronic Data Interchange, including electronic transfer of funds, and supersedes all prior representations or agreements, either oral or written, with respect to Electronic Data Interchange. No oral modification or waiver of any of the provisions of this Agreement shall be binding on either party. No obligation to engage in any Electronic Data Interchange is to be implied from the execution or delivery of this Agreement.

Section 4.3. Force Majeure. Application of the doctrine of force majeure, in connection with the failure of either party to perform its obligations relating to any Electronic Data Interchange (including any Document), shall be as provided for in the written agreement or agreements, between the parties and relating to the particular Document or Electronic Data Interchange in question, to which this Agreement is applicable.

Section 4.4. Limitation of Damages. Neither party shall be liable to the other for any special, incidental, exemplary, consequential, or punitive damages arising from or as a result of any delay, omission, or error in the electronic transmission or receipt of any Document pursuant to this Agreement, even if either party has been advised of the possibility of such damages.

APPENDIX "A"
TO
ELECTRONIC DATA INTERCHANGE AGREEMENT
BETWEEN
ENERGY FUTURE HOLDINGS
AND

The standard applicable to this Agreement shall be the American National Standards Institute (ANSI) Accredited Standards Committee (ASC) X12 approved or draft standards transaction sets and all ANSI ASC X12 referenced data dictionaries, segment directories and transmission controls; provided, however, that only the Transaction Sets specified below (in the "Documents" section of this Appendix), as identified in that standard, shall be transmitted pursuant to this Agreement.

Upgrades to later releases of ANSI ASC X12 Draft Standards or Standards will be at the concurrence of both parties.

The guidelines applicable to this Agreement shall be: (i) the Utility Industry Group Implementation Guidelines, and (ii) with respect to the electronic transfer of funds, the Rules of the National Automated Clearing House Association and the Southwest Automated Clearing House Association. In the event of a conflict between these guidelines (and any guidelines which may be hereafter designated by the parties) and this Agreement, this Agreement shall control.

Should either party make any payment by means of an electronic transfer of funds, then it shall transfer such funds to the Depository Institution specified below, as designated by the other party:

REMITTANCE INFORMATION (Required as indicated)

• Total Amount of Funds Transfer

• Invoice Date

• Invoice Amount

• OTHER: ______________

The parties shall implement those security procedures and agreements necessary to establish and maintain compliance with the terms of the Agreement. Agreements with Third Party Service Providers shall establish and maintain security conditions consistent with those required in the Agreement.

APPENDIX "B"

TERMS AND CONDITIONS