DOCKET NO. 34077

Exhibit 10(fff)

DOCKET NO. 34077

AMENDMENT TO STIPULATION

REGARDING SECTION I, PARAGRAPH 35 AND EXHIBIT B

On October 24, 2007, the following parties filed a settlement of all issues in this docket (the “Stipulation”): Oncor Electric Delivery Company (“Oncor”), Texas Energy Future Holdings Limited Partnership (“TEF”), the Staff of the Public Utility Commission of Texas (“Staff”), the Office of Public Utility Counsel (“OPC”), Texas Industrial Energy Consumers (“TIEC”), the Steering Committee of Cities Served by Oncor Electric Delivery Company (“Cities”), the State of Texas (“State”), the Texas State Association of Electrical Workers (“IBEW”), Texas Ratepayers’ Organization to Save Energy (“Texas ROSE”) and Texas Legal Services Center (“TLSC”) (hereinafter collectively referred to as “Signatories.”). The Signatories submitted the Stipulation to the Commission as representing a just and reasonable disposition of the issues related to this docket consistent with the public interest, and requested approval of this Stipulation and entry of findings of fact and conclusions of law consistent with that approval.

Following additional discussions, the Signatories have agreed to execute this Amendment to the Stipulation regarding Section I, Paragraph 35 and Exhibit B (this “Amendment”), and agree as follows:

A. Revised Section I, Paragraph 35.

Existing Section I, Paragraph 35 in the Stipulation is hereby replaced and amended to read as follows:

B. Revised Exhibit B.

Exhibit B to the Stipulation is hereby replaced and amended to read as set forth in Attachment 1 hereto.

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C. Revised Proposed Finding of Fact No. 14.m.

Proposed Finding of Fact No. 14.m. in the proposed Order attached as Exhibit A to the Stipulation is hereby replaced with the amended language from revised Paragraph 35 and revised Exhibit B, as set forth in Sections A and B above.

D. No Other Modifications.

Except for the modifications set forth above, the remaining terms of the Stipulation shall continue in full force and effect.

A. This Amendment supersedes all other written and oral exchanges or negotiations among the parties or their representatives with regard to the subjects contained herein.

B. Each person executing this Amendment represents that he or she is authorized to sign this Amendment on behalf of the party represented. Facsimile copies of signatures are valid for purposes of evidencing this Amendment, and this Amendment may be executed in multiple counterparts.

C. Oncor will provide notice of this Amendment to all parties in Docket Nos. 34077 and 34040.

STIPULATED AND AGREED TO AS OF DECEMBER 12, 2007.

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ATTACHMENT 1

Exhibit B

Allocation of One-Time Credit Provided in Section I, Paragraph 35 of Stipulation

Credit Methodology

General

Oncor will calculate a credit amount per ESI ID in accordance with the methodology set forth in this Exhibit B. Oncor will use the standard Texas SET 810_02 transaction with specific transaction charge code (SER 105) in order to provide the allocated share of $72 million credit to the participating REPs by ESI ID. The credit will be calculated on an ESI ID basis for each end-use retail customer of a participating REP as of the last billing day of Oncor’s December 2007 billing cycle. Each per ESI ID credit amount shall be truncated to the cent. The credit amount for each ESI ID will be sent to that end-use retail customer’s REP as of the date of the credit, by ESI ID.

Residential Service ($32,983,398.59)

The Residential Rate Class credit will be based on a fixed $ amount per Residential ESI ID that will be calculated as follows: $32,983,398.59/ Total Number of participating REP Residential ESI IDs determined as of the last billing day of Oncor’s December 2007 billing cycle.

Secondary Service Less Than or Equal to 10 kW ($790,769.48)

Same process used for Residential Service.

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Secondary Service Greater Than 10 kW ($26,427,614.56)

The Secondary Service Greater Than 10 kW customer credit will be determined based on each participating REP’s customer’s (on a per ESI ID basis) 2007 annual kWh consumption as a percentage of the total 2007 participating REP’s annual Secondary Service Greater Than 10 kW class kWh.

Each individual ESI ID’s percentage as calculated above will be multiplied by the total class credit of $26,427,614.56.

Primary Service Less Than or Equal to 10 kW ($11,163.78)

Same process used for Residential Service.

Primary Service Greater Than 10 kW ($5,279,308.63)

Same process used for Secondary Service Greater Than 10 kW.

Transmission Service ($5,401,089.92)

Same process used for Secondary Service Greater Than 10 kW.

Lighting Service ($1,106,655.05)

The Lighting Service credit of $1,106,655.05 will be allocated to the various types of lights based on the light type’s percentage of the total revenue for the 2006 calendar year.

For Street Light Schedules A, B, C, D, and Outdoor Lights, the credit will be based on a fixed $ amount per light type calculated by dividing the allocated amount for each light type by each participating REP’s number of lights in that type as of last billing day of Oncor’s December 2007 billing cycle.

For metered streetlight service, the credit will be calculated for each metered premise based on each participating REP’s metered premises’ 2007 annual revenue as a percentage of the total 2007 revenue for metered Street Light Service.

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