This Settlement Agreement shall become effective and binding on the Parties at ​, prevailing Eastern Time, on the date (the “Settlement Effective Date”) on which the last of the following conditions is satisfied: # all of the following have executed and delivered to the other Parties pursuant to [Section 3.12] hereof counterpart signature pages of this Settlement Agreement # the Debtors; # each of the Settling Interest Holders; # one or more beneficial holders (or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders) of TCEH First Lien Claims; # one or more beneficial holders (or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders) of TCEH Second Lien Note Claims; # one or more beneficial holders (or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders) of TCEH Unsecured Note Claims; and # the TCEH Official Committee; # the Settlement Order, in form and substance reasonably acceptable to the Debtors, the Settling Interest Holders, the Required TCEH Creditor Parties, and the TCEH Official Committee shall have been entered by the Bankruptcy Court and be in full force and effect and not stayed (by operation of Rule 6004(h) of the Bankruptcy Rules or otherwise), reversed, vacated or amended; and # unless waived by the Parties, five (5) Business Days shall have passed after the expiration of the deadline by which the Class comprised of Allowed TCEH First Lien Secured Claims must vote to accept or reject the Plan; provided, however, that this Settlement Agreement shall be binding on the Parties (other than the Debtors) immediately upon such Parties’ execution of signature pages to this Settlement Agreement; provided, further, however, that no provisions of this Settlement Agreement shall be effective as to the Debtors until the Settlement Effective Date; provided, further, for the avoidance of doubt, that any applicable Entity may become a Party to this Settlement Agreement after the Settlement Effective Date by executing and delivering to the other Parties pursuant to [Section 3.12] hereof its counterpart signature page to this Settlement Agreement.

Effective Date Of Agreement. This Agreement shall be effective as provided in the following acknowledgement: Acknowledgment of Rights and Waiver of Claims Under the Age Discrimination in Employment Act ("ADEA"). Employee acknowledges that Employee is knowingly and voluntarily waiving and releasing any rights Employee may have under the ADEA. Employee also acknowledges that the consideration given for the waiver and release contained in this Agreement is in addition to anything of value to which Employee was already entitled. Employee further acknowledges that Employee has been advised by this writing, as required by the Older Workers' Benefit Protection Act, that: # her/his waiver and release does not apply to any rights or claims that may arise after the Effective Date (defined below) of this Agreement; # Employee should consult with an attorney prior to executing this Agreement; # Employee has at least twenty-one (21) days to consider this Agreement (although Employee may by his/her own choice execute this Agreement earlier); # Employee has seven (7) days following the full execution of this Agreement by both of the Parties to revoke the Agreement; and # this Agreement shall not be effective until the date upon which the revocation period has expired (“Effective Date”). Employee may revoke this Release only by giving Employer written notice of Employee's revocation of this Release, to Deborah J. DePaoli, Employer’s General Counsel, to be received by Employer by the close of business on the seventh (7th) day following Employee's execution of this Release.

Settlement Date. The settlement date of these EBUs will be the earlier of # the date of publication of the Corporation's quarterly earnings statement for the twelfth (12th) full quarter following the date of grant, or # the date of publication of the Corporation's quarterly earnings statement which brings the cumulative earnings per common share (assuming dilution) as initially filed in its quarterly or annual reports with the U.S. Securities and Exchange Commission commencing with the first full quarter following the date of grant to an amount at least equal to the maximum settlement value per EBU specified above.

Settlement Date. The “Settlement Date” for any portion of the Award that satisfies the performance vesting requirements under this paragraph # shall be [date], provided, however, that in case of termination of employment due to your death as set forth in paragraph (b)(i) below, or in the case of your death following termination of employment as set forth in paragraph (b)(ii), (b)(iv) or (c) below, the “Settlement Date” shall be the date of your death. On the Settlement Date, to the

Effective Date. The provisions of this [Article IV] A will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year.

EFFECTIVE DATE. The Plan, as amended and restated herein, applies for Restricted Cash Awards granted on or after the effective date on the cover page.

Effective Date. This Amendment is dated ​.

The effective date of this Plan is ​, the date it was adopted by the Board of Directors; provided, however, that this Plan is subject to the approval of the holders of the Company’s Class A Stock, par value $.01 per share. The Plan shall terminate on ​.

The Plan is effective initially for the fiscal year ending ​. This amendment and restatement of the Plan is effective for awards based on performance in any Plan Period beginning after ​.

Effective Date. ​, as to this amendment and restatement of the Plan.