Exhibit 10(e)


                                 AMENDMENT NO. 1
                     TO GENERATION INTERCONNECTION AGREEMENT


         This Amendment No. 1 ("Amendment") to the Generation Interconnection
Agreement dated as of December 14, 2001 ("Agreement") by and between Oncor
Electric Delivery Company, a Texas corporation, formerly known as TXU Electric
Delivery Company, ("Transmission Service Provider") and TXU Generation Company
LP, a Texas limited partnership, for itself and as agent for TXU Big Brown
Company LP, TXU Mountain Creek Company LP, TXU Handley Company LP, TXU
Tradinghouse Company LP, and TXU DeCordova Company LP, each a Texas limited
partnership (collectively the "Generator") (both parties hereinafter
collectively referred to as "Parties") is made and entered into this 31st day of
May, 2002 and is effective as of the same date except as otherwise expressly
provided for herein.

         In consideration of the mutual covenants and agreements herein
contained, the Parties hereto agree as follows:

          1.   The Handley and Mountain Creek Points of Interconnection are
               terminated and Facility Schedule No. 20 - Handley to the
               Agreement and Facility Schedule No. 21 - Mountain Creek to the
               Agreement are deleted, effective as of April 25, 2002.

          2.   The Sweetwater Generating Plant Point of Interconnection and the
               corresponding Facility Schedule No. 22 - Sweetwater Generating
               Plant attached hereto, are hereby added to the Agreement
               effective upon execution of this Amendment by the Parties.

          3.   The TABLE OF CONTENTS to the Agreement is hereby deleted in its
               entirety and replaced with the revised TABLE OF CONTENTS, which
               is attached hereto, in order to delete the Handley and Mountain
               Creek Facility Schedules and to add the Sweetwater Generating
               Plant Facility Schedule.

          4.   Facility Schedule No. 4 - Eagle Mountain is deleted in its
               entirety and replaced with the revised Facility Schedule No. 4 -
               Eagle Mountain attached hereto, in order to correctly designate
               ownership of the RTU described in Facility Schedule. No. 4,
               Section 7 and Section 8, effective as of January 1, 2002.

          5.   Facility Schedule No. 17 - Tradinghouse is deleted in its
               entirety and replaced with the revised Facility Schedule No. 17 -
               Tradinghouse attached hereto, in order to correctly designate


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               ownership of the RTU described in Facility Schedule No. 17,
               Section 7, effective as of January 1, 2002.

         Except as otherwise expressly provided for herein, the Agreement will
remain in effect in accordance with its terms.

         IN WITNESS WHEREOF, the Parties have caused this Amendment to be signed
by their respective duly authorized representatives in two counterparts, each of
which shall be deemed an original but all shall constitute one and the same
document.

ONCOR ELECTRIC DELIVERY COMPANY



BY: /s/Jeffery B. Herring
    ----------------------------------
       Jeffery B. Herring
       Transmission Services Manager




TXU GENERATION COMPANY LP
FOR ITSELF AND AS AGENT FOR
TXU BIG BROWN COMPANY LP,
TXU MOUNTAIN CREEK COMPANY LP,
TXU HANDLEY COMPANY LP,
TXU TRADINGHOUSE COMPANY LP, AND
TXU DECORDOVA COMPANY LP

BY:   TXU GENERATION MANAGEMENT COMPANY LLC
      ITS GENERAL PARTNER


BY: /s/Steve Kopenitz
    ----------------------------------
       Steve Kopenitz
       Director - Gas Plant Operations





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