Common use of Restricted Stock Awards Clause in Contracts

Restricted Stock Awards. Following, and in connection with, the executive officer annual review by the Organization and Compensation Committee of the Board of Directors of the Company (“O&C Committee”) in each year during the Term, Employee shall be entitled to receive an award of at least 5,000 shares of restricted stock under the TXU Long-Term Incentive Compensation Plan (“LTICP”). Each such award shall be subject to terms, conditions and restrictions comparable to those contained in contemporaneous awards granted to comparably situated officers within the TXU Corp. System. In the event that no awards of restricted stock are made under the LTICP at one or more of the above-referenced times to any other officer or key employee, Employee shall, in lieu of receiving an award of restricted stock, receive at such time(s) an award of a type comparable to that awarded to other officers of similar rank having a value reasonably comparable to an award of at least 5,000 shares of restricted stock (taking into consideration performance targets and vesting periods applicable to restricted stock awards heretofore granted under the LTICP, and assuming that performance goals and targets would have been attained so that 100% of the restricted stock would have become payable). In the event that no awards of any type are awarded under the LTICP at one or more of the above-referenced times, Employee will be entitled to receive at such time(s) cash in an amount equal to the present value of an award of at least 5,000 shares of restricted stock (taking into consideration performance targets and vesting periods applicable to restricted stock awards heretofore granted under the LTICP and assuming that performance goals and targets would have been attained so that 100% of the restricted stock would have become payable).

Restricted Stock Awards. Following, and in connection with, the ----------------------- executive officer annual review by the Organization and Compensation Committee of the Board of Directors of the Company (“"O&C Committee”") in each year during the Term, Employee shall be entitled to receive an award of at least 5,000 20,000 shares of restricted stock under the TXU Long-Term Incentive Compensation Plan (“"LTICP”"). Each such award shall be subject to terms, conditions and restrictions comparable to those contained in contemporaneous awards granted to comparably situated officers within the TXU Corp. System. In the event that no awards of restricted stock are made under the LTICP at one or more of the above-above- referenced times to any other officer or key employee, Employee shall, in lieu of receiving an award of restricted stock, receive at such time(s) an award of a type comparable to that awarded to other officers of similar rank having a value reasonably comparable to an award of at least 5,000 20,000 shares of restricted stock (taking into consideration performance targets and vesting periods applicable to restricted stock awards heretofore granted under the LTICP, and assuming that performance goals and targets would have been attained so that 100% of the restricted stock would have become payable). In the event that no awards of any type are awarded under the LTICP at one or more of the above-referenced times, Employee will be entitled to receive at such time(s) cash in an amount equal to the present value of an award of at least 5,000 20,000 shares of restricted stock (taking into consideration performance targets and vesting periods applicable to restricted stock awards heretofore granted under the LTICP and assuming that performance goals and targets would have been attained so that 100% of the restricted stock would have become payable).

Restricted Stock Awards. Following, and in connection ----------------------- with, the executive officer annual review by the Organization and Compensation Committee of the Board of Directors of the Company (“"O&C Committee”") in each year during the Term, Employee shall be entitled to receive an award of at least 5,000 15,000 shares of restricted stock under the TXU Long-Term Incentive Compensation Plan (“"LTICP”"). Each such award shall be subject to terms, conditions and restrictions comparable to those contained in contemporaneous awards granted to comparably situated officers within the TXU Corp. System. In the event that no awards of restricted stock are made under the LTICP at one or more of the above-referenced times to any other officer or key employee, Employee shall, in lieu of receiving an award of restricted stock, receive at such time(s) an award of a type comparable to that awarded to other officers of similar rank having a value reasonably comparable to an award of at least 5,000 15,000 shares of restricted stock (taking into consideration performance targets and vesting periods applicable to restricted stock awards heretofore granted under the LTICP, and assuming that performance goals and targets would have been attained so that 100% of the restricted stock would have become payable). In the event that no awards of any type are awarded under the LTICP at one or more of the above-referenced times, Employee will be entitled to receive at such time(s) cash in an amount equal to the present value of an award of at least 5,000 15,000 shares of restricted stock (taking into consideration performance targets and vesting periods applicable to restricted stock awards heretofore granted under the LTICP and assuming that performance goals and targets would have been attained so that 100% of the restricted stock would have become payable).

Restricted Stock Awards. Following, and in connection with, the ----------------------- executive officer annual review by the Organization and Compensation O&C Committee of the Board of Directors of the Company (“O&C Committee”) in each year during the Termof May 2000, 2001 and 2002, Employee shall be entitled to receive an award of at least 5,000 10,000 shares of restricted stock under the TXU Employer's Long-Term Incentive Compensation Plan (“"LTICP”"). Each such award shall be subject to terms, conditions and restrictions comparable to those contained in contemporaneous awards granted to comparably situated officers within the TXU Corp. Systemof similar status as Employee. In the event that no awards of restricted stock are made under the LTICP at one or more any of the above-referenced times to any other officer or key employee, Employee shallEmployer may, in lieu of receiving an award of awarding Employee restricted stock, receive at such time(s) grant Employee an award of a type comparable to that awarded to other officers of similar rank having a value reasonably comparable to an award of at least 5,000 10,000 shares of restricted stock (taking into consideration performance targets and vesting periods applicable to restricted stock awards heretofore granted under the LTICP, and assuming that performance goals and targets would have been attained so that 100% of the restricted stock would have become payable). In the event that no awards of any type are awarded under the LTICP at one or more any of the above-referenced times, Employee will be entitled to receive at such time(s) cash in an amount equal to the present value of an award of at least 5,000 10,000 shares of restricted stock (taking into consideration performance targets and vesting periods applicable to restricted stock awards heretofore granted under the LTICP and assuming that performance goals and targets would have been attained so that 100% of the restricted stock would have become payable).

Restricted Stock Awards. Following, and in connection with, the executive officer annual review by the Organization and Compensation Committee of the Board of Directors of the Company (“O&C Committee”) in each year during the Term, Employee shall be entitled to receive an award of at least 5,000 12,000 shares of restricted stock under the TXU Long-Term Incentive Compensation Plan (“LTICP”). Each such award shall be subject to terms, conditions and restrictions comparable to those contained in contemporaneous awards granted to comparably situated officers within the TXU Corp. System. In the event that no awards of restricted stock are made under the LTICP at one or more of the above-referenced times to any other officer or key employee, Employee shall, in lieu of receiving an award of restricted stock, receive at such time(s) an award of a type comparable to that awarded to other officers of similar rank having a value reasonably comparable to an award of at least 5,000 12,000 shares of restricted stock (taking into consideration performance targets and vesting periods applicable to restricted stock awards heretofore granted under the LTICP, and assuming that performance goals and targets would have been attained so that 100% of the restricted stock would have become payable). In the event that no awards of any type are awarded under the LTICP at one or more of the above-referenced times, Employee will be entitled to receive at such time(s) cash in an amount equal to the present value of an award of at least 5,000 12,000 shares of restricted stock (taking into consideration performance targets and vesting periods applicable to restricted stock awards heretofore granted under the LTICP and assuming that performance goals and targets would have been attained so that 100% of the restricted stock would have become payable).

Restricted Stock Awards. Following, and in connection with, the executive officer annual review by the Organization and Compensation Committee of the Board of Directors of the Company (“"O&C Committee”") in each year during the Term, Employee shall be entitled to receive an award of at least 5,000 shares of restricted stock under the TXU Long-Term Incentive Compensation Plan (“"LTICP”"). Each such award shall be subject to terms, conditions and restrictions comparable to those contained in contemporaneous awards granted to comparably situated officers within the TXU Corp. System. In the event that no awards of restricted stock are made under the LTICP at one or more of the above-referenced times to any other officer or key employee, Employee shall, in lieu of receiving an award of restricted stock, receive at such time(s) an award of a type comparable to that awarded to other officers of similar rank having a value reasonably comparable to an award of at least 5,000 shares of restricted stock (taking into consideration performance targets and vesting periods applicable to restricted stock awards heretofore granted under the LTICP, and assuming that performance goals and targets would have been attained so that 100% of the restricted stock would have become payable). In the event that no awards of any type are awarded under the LTICP at one or more of the above-referenced times, Employee will be entitled to receive at such time(s) cash in an amount equal to the present value of an award of at least 5,000 shares of restricted stock (taking into consideration performance targets and vesting periods applicable to restricted stock awards heretofore granted under the LTICP and assuming that performance goals and targets would have been attained so that 100% of the restricted stock would have become payable).

Restricted Stock Awards. Following, and in connection with, the executive officer annual review by the Organization and Compensation Committee of the Board of Directors of the Company (“"O&C Committee”") in each year during the Term, Employee shall be entitled to receive an award of at least 5,000 12,000 shares of restricted stock under the TXU Long-Term Incentive Compensation Plan (“"LTICP”"). Each such award shall be subject to terms, conditions and restrictions comparable to those contained in contemporaneous awards granted to comparably situated officers within the TXU Corp. System. In the event that no awards of restricted stock are made under the LTICP at one or more of the above-referenced times to any other officer or key employee, Employee shall, in lieu of receiving an award of restricted stock, receive at such time(s) an award of a type comparable to that awarded to other officers of similar rank having a value reasonably comparable to an award of at least 5,000 12,000 shares of restricted stock (taking into consideration performance targets and vesting periods applicable to restricted stock awards heretofore granted under the LTICP, and assuming that performance goals and targets would have been attained so that 100% of the restricted stock would have become payable). In the event that no awards of any type are awarded under the LTICP at one or more of the above-referenced times, Employee will be entitled to receive at such time(s) cash in an amount equal to the present value of an award of at least 5,000 12,000 shares of restricted stock (taking into consideration performance targets and vesting periods applicable to restricted stock awards heretofore granted under the LTICP and assuming that performance goals and targets would have been attained so that 100% of the restricted stock would have become payable).

Restricted Stock Awards. Following, and in connection with, the ----------------------- executive officer annual review by the Organization and Compensation Committee of the Board of Directors of the Company Employer (“"O&C Committee”") in each year during the Term, Employee shall be entitled to receive an award of at least 5,000 15,000 shares of restricted stock under the TXU Long-Term Incentive Compensation Plan (“"LTICP”"). Each such award shall be subject to terms, conditions and restrictions comparable to those contained in contemporaneous awards granted to comparably situated officers within the TXU Corp. System. In the event that no awards of restricted stock are made under the LTICP at one or more of the above-referenced times to any other officer or key employee, Employee shall, in lieu of receiving an award of restricted stock, receive at such time(s) an award of a type comparable to that awarded to other officers of similar rank having a value reasonably comparable to an award of at least 5,000 15,000 shares of restricted stock (taking into consideration performance targets and vesting periods applicable to restricted stock awards heretofore granted under the LTICP, and assuming that performance goals and targets would have been attained so that 100% of the restricted stock would have become payable). In the event that no awards of any type are awarded under the LTICP at one or more of the above-referenced times, Employee will be entitled to receive at such time(s) cash in an amount equal to the present value of an award of at least 5,000 15,000 shares of restricted stock (taking into consideration performance targets and vesting periods applicable to restricted stock awards heretofore granted under the LTICP and assuming that performance goals and targets would have been attained so that 100% of the restricted stock would have become payable).

Restricted Stock Awards. Following, and in connection with, the ----------------------- executive officer annual review by the Organization and Compensation Committee of the Board of Directors of the Company Employer (“"O&C Committee”") in each year during the Term, Employee shall be entitled to receive an award of at least 5,000 40,000 shares of restricted stock under the TXU Employer's Long-Term Incentive Compensation Plan (“"LTICP”"). Each such award shall be subject to terms, conditions and restrictions comparable to those contained in contemporaneous awards granted to comparably situated officers within of Employer; except that each such award shall provide that retirement by Employee during the TXU Corp. Systemrelevant performance period shall not cause or result in a forfeiture of any portion of such award and that, in the event Employee retires, all such awards which would otherwise forfeit upon Employee's retirement shall be paid at the time and in the amount they otherwise would have been paid in the absence of such retirement. In the event that no awards of restricted stock are made under the LTICP at one or more of the above-referenced times to any other officer or key employee, Employee Employer shall, in lieu of receiving an award of awarding Employee restricted stock, receive grant to Employee at such time(s) an award of a type comparable to that awarded to other officers of similar rank (but including a provision for the waiver of forfeiture upon Employee's retirement as described above) having a value reasonably comparable to an award of at least 5,000 40,000 shares of restricted stock (taking into consideration performance targets and vesting periods applicable to restricted stock awards heretofore granted under the LTICP, and assuming that performance goals and targets would have been attained so that 100% of the restricted stock would have become payable). In the event that no awards of any type are awarded under the LTICP at one or more of the above-referenced times, Employee will be entitled to receive at such time(s) cash in an amount equal to the present value of an award of at least 5,000 40,000 shares of restricted stock (taking into consideration performance targets and vesting periods applicable to restricted stock awards heretofore granted under the LTICP and assuming that performance goals and targets would have been attained so that 100% of the restricted stock would have become payable).