ONCOR ELECTRIC DELIVERY COMPANY LLC AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN

Exhibit 10.1

ONCOR ELECTRIC DELIVERY COMPANY LLC

AMENDED AND RESTATED
EXECUTIVE ANNUAL INCENTIVE PLAN
Plan Document

Effective as of January 1, 2009

Contents

Amended and Restated Executive Annual Incentive Plan

ONCOR ELECTRIC DELIVERY COMPANY LLC
AMENDED AND RESTATED EXECUTIVE ANNUAL INCENTIVE PLAN

Article I. Purpose .

     The Oncor Electric Delivery Company LLC Amended and Restated Executive Annual Incentive Plan (the “Plan”) is effective as of January 1, 2009. The Plan provides for annual bonus incentive award opportunities for eligible Participants payable in cash. The Plan amends and restates in its entirety the Oncor Executive Annual Incentive Plan effective as of January 1, 2008.

     The principal purposes of the Plan are to attract, motivate and retain key employees; to align the interests of Participants and the Company by rewarding performance that satisfies established performance goals; to motivate Participant behaviors that drive successful results at the Company and individual levels; and to support collaboration across essential organizational interfaces.

Article II. Definitions .

     When used in the Plan, the following terms shall have the meanings set forth below:

     (a) “ Additional Persons ” means such other individuals who are not Executive Officers, under the Plan, but who are senior officers and key employees identified by the O&C Committee, in consultation with the Company CEO.

     (b) “ Additional Metric(s) ” means any operational, financial or other metrics (including, but not limited to, safety measures, reliability measures, cost management measures, capital plan management measures and the Company’s cash flow from operating activities) that the O&C Committee elects to apply in determining the Weighted Funding Percentage for a particular Plan Year.

     (c) “ Additional Metric Funding Percentage ” means a percentage used to calculate the Aggregate Incentive Pool established by the O&C Committee based on the amount or level of attainment of the threshold, target and/or other performance level measurements of any Additional Metrics set by the O&C Committee for a particular Plan Year.

     (d) “ Aggregate Incentive Pool ” means the amount equal to the Target Incentive Pool multiplied by the Weighted Funding Percentage.

     (e) “ Award ” means the amount payable to a Participant under this Plan for any Plan Year, as determined in accordance with the terms of the Plan.

     (f) “ Base Salary ” means the annualized base salary designated for the Participant in the payroll records of the Company, prior to any deferrals, and excluding any overtime pay, bonuses, incentive compensation, expense reimbursements and fringe benefits of any kind for the applicable Plan Year.

     (g) “ Company ” means Oncor Electric Delivery Company LLC, a Delaware limited liability company, and its successors and assigns.

     (h) “ Company CEO ” means the Chief Executive of the Company.

     (i) “ Disability” or “Disabled ” means disability as determined under the EFH Long-Term Disability Income Plan, or any successor plan covering Participants.

     (j) “ EBITDA ” means Earnings Before Interest, Taxes, Depreciation and Amortization, as defined by the O&C Committee.

     (k) “ EBITDA Funding Percentage ” means a percentage used to calculate the Aggregate Incentive Pool established by the O&C Committee based on the amount or level of attainment of the Target EBITDA for a particular Plan Year.

     (l)  “Executive Officers ” means the Company CEO and other Executive Officers, as defined under the charter of the O&C Committee.

     (m) “ Executive Team ” means the group of Executive Officers of the Company referred to internally as the Executive Team.

     (n) “ Individual Performance Modifier ” means a percentage based on individual Participant performance established by the Executive Team, in accordance with Article IV, and used in determining a Participant’s Award. The Individual Performance Modifier may be based on factors which include, without limitation, Company financial or operational measures, individual management and other goals, personal job objectives and competencies, the demonstration of team building and support attributes, and general demeanor and behavior.

     (o) “ O&C Committee ” means the Organization and Compensation Committee of the Board of Directors of the Company.

     (p) “ Participant ” means an individual who is an elected officer of the Company having a title of vice president or above or who is designated as an Additional Person and who is employed by the Company for a period of three full months during the Plan Year.

     (q) “ Plan ” means this Amended and Restated Executive Annual Incentive Plan.

     (r) “ Plan Year ” means the twelve (12) month period beginning each January 1 and ending December 31.

     (s) “ Retirement ” means termination of employment with the Company upon attaining at least age 55, completing at least 15 years of accredited service, or otherwise meeting the criteria for retiring under the EFH Retirement Plan, or a successor plan.

     (t) “ Target Award ” means an Award amount for an individual Participant equal to a percentage of the Participant’s Base Salary, which is anticipated based on target performance of the Company and individual Participant performance. The Target Award shall be used in calculating an individual’s actual Award for a Plan year.

     (u) “ Target EBITDA ” means the target amount of EBITDA established by the O&C Committee for a particular Plan Year.

     (v) “ Target Incentive Pool ” means the amount equal to the aggregate of the Target Awards for all Participants, or a selected group of Participants, as the context may require.

     (w) “ Threshold EBITDA ” means an amount of EBITDA established by the O&C Committee, which is necessary to fund any portion of the Aggregate Incentive Pool attributable to EBITDA.

     (x) “ Weighted Funding Percentage ” means the percentage that is determined by the O&C Committee for each Plan Year based on the EBITDA Funding Percentage and, in the event the O&C Committee sets any Additional Metrics in such Plan Year, the Additional Metric Funding Percentage.

Article III. Eligibility and Participation .

     All individuals who, as of the first day of a Plan Year, meet the definition of a Participant hereunder, shall be eligible to participate in this Plan for such Plan Year. Awards, if any, for individuals who become Participants during the Plan Year or whose participation in this Plan is terminated during the Plan Year, shall be determined under, and in accordance with, Article VIII hereof. Participation in this Plan for any Plan Year shall not entitle an individual to future participation.

Article IV. Establishment of Performance Goals .

     For each Plan Year, the O&C Committee will establish: (i) the Threshold EBITDA, (ii) the Target EBITDA, (iii) any Additional Metric(s) and the applicable threshold, target and/or other performance level measurements for such Additional Metric(s), and (iv) the Target Award for Executive Officers and Additional Persons. For each Plan Year, the Executive Team will determine the Target Award for each Participant, other than for Executive Officers and Additional Persons. Such determinations by the O&C Committee and the Executive Team shall be made at such times and shall be based on such criteria as the O&C Committee and the Executive Team shall determine, respectively, in their sole discretion. The O&C Committee and the Executive Team shall each have full authority and discretion, for any particular Plan Year, to modify at any time prior to the payout of the Award, if any, for such Plan Year any of their respective determ