SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS

This Separation Agreement and Release of All Claims (Agreement) is entered into between City of San Antonio, acting by and through the City Public Service Board (CPS Energy), and Robert K. Temple (TEMPLE). In consideration of the mutual promises herein contained, the parties voluntarily agree as follows:

1. RESIGNATION

TEMPLE will resign his employment with CPS Energy effective December 15, 2009 (Resignation Date).

2. SEVERANCE PAYMENT

CPS Energy agrees to pay a severance payment to TEMPLE in an amount equal to one (1) year of gross base pay (as of this Agreement's effective date), less any and all applicable deductions and withholdings.

Such severance payment shall be paid to TEMPLE no later than fourteen (14) business days following this Agreement's effective date. TEMPLE acknowledges the consideration in this Agreement is sufficient, and the amounts and benefits provided herein are amounts and benefits he would not otherwise be entitled to upon leaving the employment of CPS Energy at this time.

3. HEALTH CARE

TEMPLE acknowledges he has been continuously employed by CPS Energy for more than a year, and the following provision is applicable:

If TEMPLE elects to continue health/dental insurance coverage under provisions of the Consolidated Omnibus Budget Reconciliation Act (COBRA) after his employment with CPS Energy is separated, CPS Energy agrees to allow TEMPLE to continue receiving the benefits associated with the CPS Energy Group Health/Dental Plan for the "active employee" premium for twelve (12) months from the date of COBRA coverage. Under the "active employee" rate, CPS Energy pays a portion of the monthly premium. Thereafter, the premium rate for the remaining COBRA coverage period will be at the applicable prevailing COBRA rate. TEMPLE acknowledges the benefits provided herein are benefits that he would not otherwise be entitled to upon his leaving the employment of CPS Energy at this time.

4. RELEASE

TEMPLE acknowledges and agrees the consideration in this Agreement is sufficient, and certain of the benefits provided herein, such as the Severance Payment described in Paragraph 2, are benefits TEMPLE would not otherwise be entitled to receive upon termination of his employment with CPS Energy.

Separation Agreement and Release, Page 1 of 5

In consideration of CPS Energy's agreement to provide and TEMPLE's acceptance of the benefits described in this Agreement, the sufficiency of which is hereby acknowledged, TEMPLE does hereby forever release and discharge CPS Energy, an agency of the City of San Antonio, Texas, its officers, directors, employees, agents, attorneys and representatives from any and all claims of any kind or nature whatsoever, known or unknown, relating to or arising out of his employment and his separation from employment from CPS Energy. This Agreement includes, but is not limited to, any statutory claims arising under Tex. Labor Code § 201.001 et seq., the Age Discrimination in Employment Act (ADEA), 29 U.S.C. § 621 et seq., Chapter 21 of the Tex. Labor Code (formerly known as the Texas Commission on Human Rights Act (TCHRA», Title VII of the Civil Rights Act of 1964 and 1991, as amended, any other federal and state statutory claims and claims under common law alleging any tort or contract violations, such as, defamation, breach of contract, claims of emotional distress, including mental pain and suffering. This Agreement does not release any claims that arise after the date this Agreement is signed by TEMPLE.

5. CONFIDENTIALITY

TEMPLE agrees the terms of this Agreement are strictly confidential and may not be disclosed by him directly or indirectly to any person or entity, except as necessary for tax preparation purposes, to inform his spouse, or in consultation with his legal counsel. In that event, TEMPLE must advise those parties they also must keep the terms of this Agreement strictly confidential. CPS Energy agrees the terms of this Agreement are strictly confidential and may not be disclosed directly or indirectly to any person or entity, except as may be required by law.

TEMPLE also acknowledges that, during the course of his employment with CPS Energy, he gained knowledge or information of a confidential or proprietary nature. TEMPLE accordingly agrees not to disclose to any person or entity any such confidential, proprietary, or trade secret information of or about CPS Energy without the express written authorization and consent from Carolyn Shellman, General Counsel of CPS Energy or her successor. Such confidential and proprietary information includes any non-public information relating to CPS Energy's products, services, technology and business affairs, including without limitation, any and all concepts, advertising information, techniques, processes, designs, trade secrets, business methods, cost data, computer programs, software, scientific or technical know-how, financial, marketing, manufacturing processes, research developments, business activities and operations, inventions, customer or client lists, industrial practices, financial statements and/or other business information, or any information CPS Energy specifically refers to as confidential information or labels as confidential information.

6. NON-DISPARAGEMENT

Except for truthful testimony or statements in any matter or proceeding pursuant to Paragraph 11, TEMPLE agrees not to disparage or defame CPS Energy in

Separation Agreement and Release, Page 2 of 5

any respect or to make any derogatory comment, whether written or oral, regarding CPS Energy that relates to the organization's/company's business or related activities or relationship between TEMPLE and CPS Energy. Except for truthful testimony or statements in any matter or proceeding pursuant to Paragraph 11 or otherwise provided by or protected by law, CPS Energy agrees not to defame TEMPLE.

7. AVAILABILITY TO ASSIST

TEMPLE agrees to cooperate with CPS Energy in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of CPS Energy which relate to events or occurrences that occurred while TEMPLE was employed by CPS Energy. TEMPLE's full cooperation in connection with such claims or actions shall include, but not limited to, being available for interviews, depositions, and hearings; provided, however, CPS Energy shall use reasonable efforts to schedule any such interviews, depositions, and hearings at times, dates, and locations that TEMPLE can support given his other obligations at the time. TEMPLE further agrees to cooperate fully with CPS Energy in connection with any investigation or review by any federal, state, or local regulatory authority as any such investigation relates to events or occurrences that transpired while TEMPLE was employed with CPS Energy.

8. COMPANY PROPERTY

Before accepting any benefits under this Agreement, TEMPLE promises to return to CPS Energy all files, memoranda, documents, records, electronic records, software, copies of the foregoing, credit cards, keys, and any other property of CPS Energy in his possession. Temple, however, may keep his iPhone and shall transfer the number to his personal account. Temple agrees permanently to delete all work-related emails and information from the iPhone upon transfer to his personal account. He may also keep the side computer desk and the desk chair he is currently using in his CPS Energy office.

9. NO ADMISSION CLAUSE

By entering into this Agreement, no suggestion is made and CPS Energy does not admit to having engaged in any unlawful conduct, any such conduct being hereby expressly denied.

10. KNOWING AND VOLUNTARY WAIVER

TEMPLE acknowledges that he has been advised to consult an attorney of his choice prior to executing this Agreement; that he has read and understood the terms of this Agreement; and, that he is knowingly and voluntarily signing this Agreement.

Separation Agreement and Release, Page 3 of 5

11. ARBITRATION

Any dispute between the parties concerning the interpretation, application or claimed breach of this Agreement shall be submitted to final, binding and confidential arbitration in Bexar County, Texas. Such arbitration shall be conducted pursuant to the American Arbitration Association's Employment Dispute Resolution Rules. CPS Energy shall pay administrative costs for the services of the American Arbitration Association. Each party shall be solely responsible for its own costs and attorney's fees, if any, relating to the arbitration, subject to the arbitrator's authority to award costs and attorney's fees to the prevailing party, if appropriate, under applicable law. It is the intent and agreement of the parties that arbitration shall be the sole and exclusive means of resolving any disputes between them.

12. ACCEPTANCE OF AGREEMENT

TEMPLE ACKNOWLEDGES THAT HE HAS HAD AT LEAST TWENTY-ONE (21 ) DAYS TO CONSIDER AND EXECUTE AND RETURN THIS AGREEMENT VIA HAND DELIVERY TO CAROLYN SHELLMAN, GENERAL COUNSEL FOR CPS ENERGY. IF THE AGREEMENT IS NOT EXECUTED AND RECEIVED IN THE ABOVE-STATED MANNER, THIS OFFER SHALL EXPIRE AND NO

LONGER BE VALID. .

13. REVOCATION

TEMPLE understands he may revoke this Agreement within seven (7) days of signing it by hand delivering a written revocation to Carolyn Shellman, General Counsel for CPS Energy, on or before the last day of the revocation period. TEMPLE understands the terms of this Agreement shall not become effective until the expiration of the revocation period. TEMPLE also understands CPS Energy will not provide any amounts or benefits due under this Agreement until the expiration of the revocation period and TEMPLE's Resignation Date.

14. MISCELLANEOUS

a. Construction

This Agreement is governed by the laws of the State of Texas and where applicable, the United States. The waiver by any party hereto of a breach of any provision of the Agreement shall not operate or be construed as a waiver of any subsequent breach by any party.

b. Severability

In case anyone or more of the provisions contained in this Agreement is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof

Separation Agreement and Release, Page 4 of 5

and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

c. Originals

This Agreement may be executed in several copies, arid each fully executed copy shall be deemed an original.

d. Interpretation

The parties agree that this Agreement shall be interpreted according to its plain meaning and to the intent of the parties as expressed herein and that it shall not be interpreted for or against either party.

e. Entire Agreement

Unless otherwise noted herein, this Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements or understandings, written or oral, which in any way relate to the matters covered by this Agreement.

Signed to be effective in accordance with Paragraph 14 above.

Separation Agreement and Release, Page 5 of 5

_--'I'_:"!---L~_,_I--=-IJ ,201 0

Date

__ f\--\--'&~~oL......__j...l...-- __ ' 2010 Date cr